OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, Depositor OPTION ONE MORTGAGE CORPORATION, Master Servicer and WELLS FARGO BANK, N.A., Trustee POOLING AND SERVICING AGREEMENT Dated as of November 1, 2005 Option One Mortgage Loan Trust 2005-5 Asset-Backed...
EXHIBIT 4.1
Β
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OPTION ONE MORTGAGE ACCEPTANCE CORPORATION,
Depositor
OPTION ONE MORTGAGE CORPORATION,
Master Servicer
and
XXXXX FARGO BANK, N.A.,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2005
___________________________
Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates, Series 2005-5
Β
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Table of Contents
Β
ARTICLE I
Β
DEFINITIONS
Β |
SECTION 1.01. |
Defined Terms |
Β |
SECTION 1.02. |
Accounting |
Β |
SECTION 1.03. |
Allocation of Certain Interest Shortfalls |
Β |
SECTION 1.04. |
Rights of the NIMS Insurer |
ARTICLE II
Β
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Β |
SECTION 2.01. |
Conveyance of Mortgage Loans |
Β |
SECTION 2.02. |
Acceptance by Trustee |
Β |
SECTION 2.03. |
Repurchase or Substitution of Mortgage Loans by the Originator |
Β |
SECTION 2.04. |
Intentionally Omitted |
Β |
SECTION 2.05. |
Representations, Warranties and Covenants of the Master Servicer |
Β |
SECTION 2.06. |
Representations and Warranties of the Depositor |
Β |
SECTION 2.07. |
Issuance of Certificates |
Β |
SECTION 2.08. |
Reserved |
Β |
SECTION 2.09. |
Conveyance of REMIC Regular Interests and Acceptance of REMICΒ 2, |
REMIC 3, REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates
Β |
SECTION 2.10. |
Negative Covenants of the Trustee and the Master Servicer |
ARTICLE III
Β
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Β |
SECTION 3.01. |
Master Servicer to Act as Master Servicer |
Β |
SECTION 3.02. |
Sub-Servicing Agreements Between Master Servicer and Sub-Servicers |
Β |
SECTION 3.03. |
Successor Sub-Servicers |
Β |
SECTION 3.04. |
Liability of the Master Servicer |
Β |
SECTION 3.05. |
No Contractual Relationship Between Sub-Servicers and the NIMS |
Insurer, the Trustee or Certificateholders
Β |
SECTION 3.06. |
Assumption or Termination of Sub-Servicing Agreements by Trustee |
Β |
SECTION 3.07. |
Collection of Certain Mortgage Loan Payments |
Β |
SECTION 3.08. |
Sub-Servicing Accounts |
Β |
SECTION 3.09. |
Collection of Taxes, Assessments and Similar Items; Servicing Accounts |
Β |
SECTION 3.10. |
Collection Account and Distribution Account |
Β |
SECTION 3.11. |
Withdrawals from the Collection Account and Distribution Account |
Β |
SECTION 3.12. |
Investment of Funds in the Collection Account and the Distribution |
Account
Β
Β
Β |
SECTION 3.13. |
[Reserved] |
Β |
SECTION 3.14. |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity |
Coverage
Β |
SECTION 3.15. |
Enforcement of Due-On-Sale Clauses; Assumption Agreements |
Β |
SECTION 3.16. |
Realization Upon Defaulted Mortgage Loans |
Β |
SECTION 3.17. |
Trustee to Cooperate; Release of Mortgage Files |
Β |
SECTION 3.18. |
Servicing Compensation |
Β |
SECTION 3.19. |
Reports to the Trustee; Collection Account Statements |
Β |
SECTION 3.20. |
Statement as to Compliance |
Β |
SECTION 3.21. |
Independent Public Accountants' Servicing Report |
Β |
SECTION 3.22. |
Access to Certain Documentation; Filing of Reports by Trustee |
Β |
SECTION 3.23. |
Title, Management and Disposition of REO Property |
Β |
SECTION 3.24. |
Obligations of the Master Servicer in Respect of Prepayment Interest |
Shortfalls
Β |
SECTION 3.25. |
[Reserved] |
Β |
SECTION 3.26. |
Obligations of the Master Servicer in Respect of Mortgage Rates and |
Monthly Payments
Β |
SECTION 3.27. |
Solicitations |
Β |
SECTION 3.28. |
Net WAC Rate Carryover Reserve Account |
Β |
SECTION 3.29. |
Advancing Facility |
ARTICLE IV
Β
FLOW OF FUNDS
Β |
SECTION 4.01. |
Distributions |
Β |
SECTION 4.02. |
[Reserved] |
Β |
SECTION 4.03. |
Statements |
Β |
SECTION 4.04. |
Remittance Reports; Advances |
Β |
SECTION 4.05. |
Swap Account |
Β |
SECTION 4.06. |
Distributions on the REMIC Regular Interests |
Β |
SECTION 4.07. |
Allocation of Realized Losses |
Β |
SECTION 4.08. |
Tax Treatment of Swap Payments and Swap Termination Payments |
Β |
SECTION 4.09. |
[Reserved] |
ARTICLE V
Β
THE CERTIFICATES
Β |
SECTION 5.01. |
The Certificates |
Β |
SECTION 5.02. |
Registration of Transfer and Exchange of Certificates |
Β |
SECTION 5.03. |
Mutilated, Destroyed, Lost or Stolen Certificates |
Β |
SECTION 5.04. |
Persons Deemed Owners |
Β |
SECTION 5.05. |
Appointment of Paying Agent |
Β
Β
ARTICLE VI
Β
THE MASTER SERVICER AND THE DEPOSITOR
Β |
SECTION 6.01. |
Liability of the Master Servicer and the Depositor |
Β |
SECTION 6.02. |
Merger or Consolidation of, or Assumption of the Obligations of, the |
Master Servicer or the Depositor
Β |
SECTION 6.03. |
Limitation on Liability of the Master Servicer and Others |
Β |
SECTION 6.04. |
Master Servicer Not to Resign |
Β |
SECTION 6.05. |
Delegation of Duties |
Β |
SECTION 6.06. |
[Reserved] |
Β |
SECTION 6.07. |
Inspection |
ARTICLE VII
Β
DEFAULT
Β |
SECTION 7.01. |
Master Servicer Events of Termination |
Β |
SECTION 7.02. |
Trustee to Act; Appointment of Successor |
Β |
SECTION 7.03. |
Waiver of Defaults |
Β |
SECTION 7.04. |
Notification to Certificateholders |
Β |
SECTION 7.05. |
Survivability of Master Servicer Liabilities |
ARTICLE VIII
Β
THE TRUSTEE
Β |
SECTION 8.01. |
Duties of Trustee |
Β |
SECTION 8.02. |
Certain Matters Affecting the Trustee |
Β |
SECTION 8.03. |
Trustee Not Liable for Certificates or Mortgage Loans |
Β |
SECTION 8.04. |
Trustee May Own Certificates |
Β |
SECTION 8.05. |
Trustee Fee and Expenses |
Β |
SECTION 8.06. |
Eligibility Requirements for Trustee |
Β |
SECTION 8.07. |
Resignation or Removal of Trustee |
Β |
SECTION 8.08. |
Successor Trustee |
Β |
SECTION 8.09. |
Merger or Consolidation of Trustee |
Β |
SECTION 8.10. |
Appointment of Co-Trustee or Separate Trustee |
Β |
SECTION 8.11. |
Limitation of Liability |
Β |
SECTION 8.12. |
Trustee May Enforce Claims Without Possession of Certificates |
Β |
SECTION 8.13. |
Suits for Enforcement |
Β |
SECTION 8.14. |
Waiver of Bond Requirement |
Β |
SECTION 8.15. |
Waiver of Inventory, Accounting and Appraisal Requirement |
Β
Β
ARTICLE IX
Β
REMIC ADMINISTRATION
Β |
SECTION 9.01. |
REMIC Administration |
Β |
SECTION 9.02. |
Prohibited Transactions and Activities |
Β |
SECTION 9.03. |
Indemnification with Respect to Certain Taxes and Loss of REMIC Status |
ARTICLE X
Β
TERMINATION
Β |
SECTION 10.01. |
Termination |
Β |
SECTION 10.02. |
Additional Termination Requirements |
ARTICLE XI
Β
MISCELLANEOUS PROVISIONS
Β |
SECTION 11.01. |
Amendment |
Β |
SECTION 11.02. |
Recordation of Agreement; Counterparts |
Β |
SECTION 11.03. |
Limitation on Rights of Certificateholders |
Β |
SECTION 11.04. |
Governing Law; Jurisdiction |
Β |
SECTION 11.05. |
Notices |
Β |
SECTION 11.06. |
Severability of Provisions |
Β |
SECTION 11.07. |
Article and Section References |
Β |
SECTION 11.08. |
Notice to the Rating Agencies and the NIMS Insurer |
Β |
SECTION 11.09. |
Further Assurances |
Β |
SECTION 11.10. |
Third Party Rights |
Β |
SECTION 11.11. |
Benefits of Agreement |
Β |
SECTION 11.12. |
Acts of Certificateholders |
Β |
SECTION 11.13. |
No Petition |
Β
Β
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EXHIBITS:
Exhibit A-1 |
Form of Class A-1 Certificates |
Exhibit A-2 |
Form of Class A-2 Certificates |
Exhibit A-3 |
Form of Class A-3 Certificates |
Exhibit A-4 |
Form of Class A-4 Certificates |
Exhibit A-5 |
Form of Class M-1 Certificates |
Exhibit A-6 |
Form of Class M-2 Certificates |
Exhibit A-7 |
Form of Class M-3 Certificates |
Exhibit A-8 |
Form of Class M-4 Certificates |
Exhibit A-9 |
Form of Class M-5 Certificates |
Exhibit A-10 |
Form of Class M-6 Certificates |
Exhibit A-11 |
Form of Class M-7 Certificates |
Exhibit A-12 |
Form of Class M-8 Certificates |
Exhibit A-13 |
Form of Class M-9 Certificates |
Exhibit A-14 |
Form of Class M-10 Certificates |
Exhibit A-15 |
Form of Class M-11 Certificates |
Exhibit A-16 |
[Reserved] |
Exhibit A-17 |
Form of Class C Certificates |
Exhibit A-18 |
Form of Class P Certificates |
Exhibit A-19 |
Form of Class R Certificates |
Exhibit A-20 |
Form of Class R-X Certificates |
Exhibit B |
[Reserved] |
Exhibit C |
Form of Mortgage Loan Purchase Agreement |
Exhibit D |
Mortgage Loan Schedule |
Exhibit E |
Request for Release |
Exhibit F-1 |
Form of Trustee's Initial Certification |
Exhibit F-2 |
Form of Trustee's Final Certification |
Exhibit F-3 |
Form of Receipt of Mortgage Note |
Exhibit G |
Loss Mitigation Procedures |
Exhibit H |
Form of Lost Note Affidavit |
Exhibit I |
Form of Interest Rate Swap Agreement |
Exhibit J |
Form of Investment Letter |
Exhibit K |
Form of Residual Certificates Transfer Affidavit |
Exhibit L |
Form of Transferor Certificate |
Exhibit M |
Form of ERISA Representation Letter |
Exhibit N |
Form of Swap Administration Agreement |
Exhibit O |
[Reserved] |
Exhibit P |
[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 |
Annual Statement of Compliance pursuant to Section 3.20 |
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SCHEDULES: |
Β |
Schedule I |
Prepayment Charge Schedule |
Β
Β
Β
This Pooling and Servicing Agreement is dated as of November 1, 2005 (the βAgreementβ), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor (the βDepositorβ), OPTION ONE MORTGAGE CORPORATION, as master servicer (the βMaster Servicerβ) and XXXXX FARGO BANK, N.A., as trustee (the βTrusteeβ).
PRELIMINARY STATEMENT:
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 twenty one classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class A-2 Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4 Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv) the Class M-10 Certificates, (xv) the Class M-11 Certificates, (xvi) the Class C Certificates, (xvii) the Class P Certificates, (xviii) the Class R Certificates and (xix) the Class R-X Certificates.
REMIC 1
As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Group I Mortgage Loans, the Group II Mortgage Loans and certain other related assets subject to this Agreement (but exclusive of the Net WAC Rate Carryover Reserve Account, the Master Servicer Prepayment Charge Payment Amounts, the Swap Account and the Interest Rate Swap Agreement) as a real estate investment conduit (a βREMICβ) for federal income tax purposes, and such segregated pool of assets will be designated as βREMIC 1.β The Class R-1 Interest will represent the sole class of βresidual interestsβ in REMIC 1 for purposes of the REMIC Provisions under federal income tax law. 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. None of the REMIC 1 Regular Interests will be certificated.
Β Designation |
REMIC 1I Remittance Rate(2) |
Initial Uncertificated Balance |
Latest Possible Maturity Date(1) | |
I |
Variable |
$ |
7,008,612.79 |
December 2035 |
I-1-A |
Variable |
$ |
6,783,921.25 |
December 2035 |
I-1-B |
Variable |
$ |
6,783,921.25 |
December 2035 |
I-2-A |
Variable |
$ |
8,439,505.00 |
December 2035 |
I-2-B |
Variable |
$ |
8,439,505.00 |
December 2035 |
I-3-A |
Variable |
$ |
10,085,513.75 |
December 2035 |
I-3-B |
Variable |
$ |
10,085,513.75 |
December 2035 |
I-4-A |
Variable |
$ |
11,706,357.50 |
December 2035 |
I-4-B |
Variable |
$ |
11,706,357.50 |
December 2035 |
I-5-A |
Variable |
$ |
13,286,573.75 |
December 2035 |
I-5-B |
Variable |
$ |
13,286,573.75 |
December 2035 |
I-6-A |
Variable |
$ |
14,809,545.00 |
December 2035 |
I-6-B |
Variable |
$ |
14,809,545.00 |
December 2035 |
I-7-A |
Variable |
$ |
16,258,708.75 |
December 2035 |
I-7-B |
Variable |
$ |
16,258,708.75 |
December 2035 |
I-8-A |
Variable |
$ |
17,617,565.00 |
December 2035 |
I-8-B |
Variable |
$ |
17,617,565.00 |
December 2035 |
I-9-A |
Variable |
$ |
18,869,936.25 |
December 2035 |
I-9-B |
Variable |
$ |
18,869,936.25 |
December 2035 |
I-10-A |
Variable |
$ |
17,999,492.50 |
December 2035 |
I-10-B |
Variable |
$ |
17,999,492.50 |
December 2035 |
I-11-A |
Variable |
$ |
17,168,123.75 |
December 2035 |
I-11-B |
Variable |
$ |
17,168,123.75 |
December 2035 |
I-12-A |
Variable |
$ |
16,375,928.75 |
December 2035 |
I-12-B |
Variable |
$ |
16,375,928.75 |
December 2035 |
I-13-A |
Variable |
$ |
15,621,038.75 |
December 2035 |
I-13-B |
Variable |
$ |
15,621,038.75 |
December 2035 |
I-14-A |
Variable |
$ |
14,901,675.00 |
December 2035 |
I-14-B |
Variable |
$ |
14,901,675.00 |
December 2035 |
I-15-A |
Variable |
$ |
14,216,140.00 |
December 2035 |
I-15-B |
Variable |
$ |
14,216,140.00 |
December 2035 |
I-16-A |
Variable |
$ |
13,562,751.25 |
December 2035 |
I-16-B |
Variable |
$ |
13,562,751.25 |
December 2035 |
I-17-A |
Variable |
$ |
12,940,120.00 |
December 2035 |
I-17-B |
Variable |
$ |
12,940,120.00 |
December 2035 |
I-18-A |
Variable |
$ |
12,346,711.25 |
December 2035 |
I-18-B |
Variable |
$ |
12,346,711.25 |
December 2035 |
I-19-A |
Variable |
$ |
11,781,126.25 |
December 2035 |
I-19-B |
Variable |
$ |
11,781,126.25 |
December 2035 |
I-20-A |
Variable |
$ |
11,242,047.50 |
December 2035 |
I-20-B |
Variable |
$ |
11,242,047.50 |
December 2035 |
I-21-A |
Variable |
$ |
33,326,982.50 |
December 2035 |
I-21-B |
Variable |
$ |
33,326,982.50 |
December 2035 |
I-22-A |
Variable |
$ |
27,771,971.25 |
December 2035 |
I-22-B |
Variable |
$ |
27,771,971.25 |
December 2035 |
I-23-A |
Variable |
$ |
23,182,825.00 |
December 2035 |
I-23-B |
Variable |
$ |
23,182,825.00 |
December 2035 |
I-24-A |
Variable |
$ |
19,388,170.00 |
December 2035 |
I-24-B |
Variable |
$ |
19,388,170.00 |
December 2035 |
I-25-A |
Variable |
$ |
6,735,630.00 |
December 2035 |
I-25-B |
Variable |
$ |
6,735,630.00 |
December 2035 |
I-26-A |
Variable |
$ |
6,367,751.25 |
December 2035 |
I-26-B |
Variable |
$ |
6,367,751.25 |
December 2035 |
I-27-A |
Variable |
$ |
6,032,657.50 |
December 2035 |
Β
Β
Β
Β
I-27-B |
Variable |
$ |
6,032,657.50 |
December 2035 |
I-28-A |
Variable |
$ |
5,716,256.25 |
December 2035 |
I-28-B |
Variable |
$ |
5,716,256.25 |
December 2035 |
I-29-A |
Variable |
$ |
5,417,572.50 |
December 2035 |
I-29-B |
Variable |
$ |
5,417,572.50 |
December 2035 |
I-30-A |
Variable |
$ |
5,135,523.75 |
December 2035 |
I-30-B |
Variable |
$ |
5,135,523.75 |
December 2035 |
I-31-A |
Variable |
$ |
4,869,146.25 |
December 2035 |
I-31-B |
Variable |
$ |
4,869,146.25 |
December 2035 |
I-32-A |
Variable |
$ |
4,617,538.75 |
December 2035 |
I-32-B |
Variable |
$ |
4,617,538.75 |
December 2035 |
I-33-A |
Variable |
$ |
4,379,843.75 |
December 2035 |
I-33-B |
Variable |
$ |
4,379,843.75 |
December 2035 |
I-34-A |
Variable |
$ |
4,154,852.50 |
December 2035 |
I-34-B |
Variable |
$ |
4,154,852.50 |
December 2035 |
I-35-A |
Variable |
$ |
3,942,678.75 |
December 2035 |
I-35-B |
Variable |
$ |
3,942,678.75 |
December 2035 |
I-36-A |
Variable |
$ |
3,742,148.75 |
December 2035 |
I-36-B |
Variable |
$ |
3,742,148.75 |
December 2035 |
I-37-A |
Variable |
$ |
3,552,596.25 |
December 2035 |
I-37-B |
Variable |
$ |
3,552,596.25 |
December 2035 |
I-38-A |
Variable |
$ |
3,373,392.50 |
December 2035 |
I-38-B |
Variable |
$ |
3,373,392.50 |
December 2035 |
I-39-A |
Variable |
$ |
3,203,941.25 |
December 2035 |
I-39-B |
Variable |
$ |
3,203,941.25 |
December 2035 |
I-40-A |
Variable |
$ |
3,043,691.25 |
December 2035 |
I-40-B |
Variable |
$ |
3,043,691.25 |
December 2035 |
I-41-A |
Variable |
$ |
2,892,116.25 |
December 2035 |
I-41-B |
Variable |
$ |
2,892,116.25 |
December 2035 |
I-42-A |
Variable |
$ |
2,748,720.00 |
December 2035 |
I-42-B |
Variable |
$ |
2,748,720.00 |
December 2035 |
I-43-A |
Variable |
$ |
2,613,041.25 |
December 2035 |
I-43-B |
Variable |
$ |
2,613,041.25 |
December 2035 |
I-44-A |
Variable |
$ |
2,484,641.25 |
December 2035 |
I-44-B |
Variable |
$ |
2,484,641.25 |
December 2035 |
I-45-A |
Variable |
$ |
54,151,598.75 |
December 2035 |
I-45-B |
Variable |
$ |
54,151,598.75 |
December 2035 |
P |
Variable |
$ |
100.00 |
December 2035 |
___________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the third Distribution Date immediately 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 βREMIC 1 Remittance Rateβ herein. |
Β
Β
Β
REMIC 2
As provided herein, the Trustee will 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 2 Regular Interests. None of the REMIC 2 Regular Interests will be certificated.
Designation |
Uncertificated REMIC 1 Pass-Through Rate(2) |
Initial Uncertificated Principal Balance |
Assumed Final Maturity Date(1) |
LTAA |
Variable |
$Β 1,023,830,255.28 |
December 2035 |
LTA1 |
Variable |
$Β Β Β Β Β Β Β Β 2,279,210.00 |
December 2035 |
LTA2 |
Variable |
$Β Β Β Β Β Β Β Β 2,733,090.00 |
December 2035 |
LTA3 |
Variable |
$Β Β Β Β Β Β Β Β 2,788,280.00 |
December 2035 |
LTA4 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β Β Β 92,390.00 |
December 2035 |
LTM1 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 449,240.00 |
December 2035 |
LTM2 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 370,880.00 |
December 2035 |
LTM3 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 229,840.00 |
December 2035 |
LTM4 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 193,280.00 |
December 2035 |
LTM5 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 188,050.00 |
December 2035 |
LTM6 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 172,380.00 |
December 2035 |
LTM7 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 151,490.00 |
December 2035 |
LTM8 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 135,820.00 |
December 2035 |
LTM9 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 125,370.00 |
December 2035 |
LTM10 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 104,470.00 |
December 2035 |
LTM11 |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β 104,470.00 |
December 2035 |
LTZZ |
Variable |
$Β Β Β Β Β Β 10,776,235.01 |
December 2035 |
LTP |
Variable |
$Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β 100.00 |
December 2035 |
LTIO |
Variable |
(3) |
December 2035 |
___________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the third Distribution Date 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 2 Regular Interest. |
(2) |
Calculated in accordance with the definition of βUncertificated REMIC 2 Pass-Through Rateβ herein. |
(3) |
REMIC 2 Regular Interest LTIO will not have an Uncertificated Principal Balance, but will accrue interest on its Uncertificated Notional Amount. |
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REMIC 3
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as βREMIC 3.β The Class R-3 Interest represents the sole class of βresidual interestsβ in REMIC 3 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the βregular interestsβ in REMIC 3 created hereunder:
Class Designation |
Pass-Through Rate |
Original Class Certificate Principal Balance |
Assumed Final Maturity Date(1) |
Class A-1 |
Variable(2) |
$Β 227,921,000.00 |
December 2035 |
Class A-2 |
Variable(2) |
$Β 273,309,000.00 |
December 2035 |
Class A-3 |
Variable(2) |
$Β 278,828,000.00 |
December 2035 |
Class A-4 |
Variable(2) |
$Β Β Β Β Β 9,239,000.00 |
December 2035 |
Class M-1 |
Variable(2) |
$Β Β Β 44,924,000.00 |
December 2035 |
Class M-2 |
Variable(2) |
$Β Β Β 37,088,000.00 |
December 2035 |
Class M-3 |
Variable(2) |
$Β Β Β 22,984,000.00 |
December 2035 |
Class M-4 |
Variable(2) |
$Β Β Β 19,328,000.00 |
December 2035 |
Class M-5 |
Variable(2) |
$Β Β Β 18,805,000.00 |
December 2035 |
Class M-6 |
Variable(2) |
$Β Β Β 17,238,000.00 |
December 2035 |
Class M-7 |
Variable(2) |
$Β Β Β 15,149,000.00 |
December 2035 |
Class M-8 |
Variable(2) |
$Β Β Β 13,582,000.00 |
December 2035 |
Class M-9 |
Variable(2) |
$Β Β Β 12,537,000.00 |
December 2035 |
Class M-10 |
Variable(2) |
$Β Β Β 10,447,000.00 |
December 2035 |
Class M-11 |
Variable(2) |
$Β Β Β 10,447,000.00 |
December 2035 |
Class C Interest |
Variable(3) |
$Β Β Β 32,898,750.29 |
December 2035 |
Class P Interest |
N/A(4) |
$Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β 100.00 |
December 2035 |
Class SWAP-IO Interest |
N/A(5) |
N/A(5) |
December 2035 |
___________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the third Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the βlatest possible maturity dateβ for each Class of Certificates that represents one or more of the βregular interestsβ in REMIC 3. |
(2) |
Calculated in accordance with the definition of βPass-Through Rateβ herein. |
(3) |
The Class C Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class C Interest outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC 2 Regular Interests (other than REMIC 2 Regular Interest LTP). The Class C Interest will not accrue interest on its Class Certificate Principal Balance. |
(4) |
The Class P Interest will not accrue interest. |
(5) |
The Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of amounts distributed on REMIC 2 Regular Interest LTIO. |
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REMIC 4
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as 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.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the βregular interestsβ in REMIC 4 created hereunder:
Class Designation |
Pass-Through Rate |
Original Class Certificate Principal Balance |
Assumed Final Maturity Date(1) |
Class C |
Variable(2) |
$Β Β Β Β Β Β Β Β Β 32,898,750.29 |
December 2035 |
___________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the third Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the βlatest possible maturity dateβ for each Class of Certificates that represents one or more of the βregular interestsβ in REMIC 4. |
(2) |
The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest. |
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REMIC 5
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as 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.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the βregular interestsβ in REMIC 5 created hereunder:
Class Designation |
Pass-Through Rate |
Original Class Certificate Principal Balance |
Assumed Final Maturity Date(1) |
Class P |
Variable(2) |
$100.00 |
December 2035 |
___________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the third Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the βlatest possible maturity dateβ for each Class of Certificates that represents one or more of the βregular interestsβ in REMIC 5 |
(2) |
The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest |
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REMIC 6
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class SWAP-IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as 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.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for each Class of Certificates that represents one or more of the βregular interestsβ in REMIC 6 created hereunder, which will be uncertificated:
Class Designation |
Pass-Through Rate |
Original Class Certificate Principal Balance |
Assumed Final Maturity Date(1) |
SWAP-IO |
Variable(2) |
N/A |
December 2035 |
___________________
(1) |
For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the third Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the βlatest possible maturity dateβ for REMIC 6 regular Interest SWAP-IO |
(2) |
REMIC 6 Regular Interest SWAP-IO will receive 100% of amounts received in respect of the Class SWAP-IO Interest |
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ARTICLE I
DEFINITIONS
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SECTION 1.01. |
Defined Terms. |
Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Class A Certificates and the Mezzanine Certificates shall be made on the basis of the actual number of days elapsed on the basis of a 360-day year and all calculations in respect of interest on the Class C Certificates and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.
β1933 Actβ: The Securities Act of 1933, as amended.
βAccountβ: Either of the Collection Account or Distribution Account.
βAccrual Periodβ: With respect to the Class A Certificates and the Mezzanine 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. With respect to the Class C Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date.
βAdjustable Rate Mortgage Loanβ: A first lien Mortgage Loan which provides at any period during the life of such loan for the adjustment of the Mortgage Rate payable in respect thereto. The Adjustable Rate Mortgage Loans are identified as such on the Mortgage Loan Schedule.
βAdjusted Net Maximum 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 calendar month, a per annum rate of interest equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the Mortgage Rate in the case of any Fixed Rate Mortgage Loan) as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.
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 minus the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.
βAdjustment Dateβ: With respect to each Adjustable Rate Mortgage Loan, each adjustment date, on which the Mortgage Rate of such Mortgage Loan changes pursuant to the
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related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.
βAdvanceβ: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Distribution Date pursuant to Section 4.04.
βAdvancing Facilityβ: As defined in Section 3.29 hereof.
βAdvancing Personβ: As defined in Section 3.29 hereof.
βAdverse REMIC Eventβ: As defined in Section 9.01(f) hereof.
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.
βAgreementβ: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
βAllocated Realized Loss Amountβ: With respect to any Distribution Date and the Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date as reduced by an amount equal to the increase in the related Certificate Principal Balance due to the receipt of Subsequent Recoveries.
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 recorder's office and if the assignment has been delivered in blank, the name of the Assignee), which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect or record the sale of the Mortgage.
βAssumed Final Maturity Dateβ: As to each Class of Certificates, the date set forth as such in the Preliminary Statement.
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 Master Servicer in respect of related Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate of any Advances made by the Master Servicer for such Distribution Date, (f) the aggregate of any related advances made by the Trustee for such Distribution Date pursuant to Section 7.02, (g)
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[reserved] (h) [reserved], (i) [reserved] and (j) the amount of any Prepayment Charges collected by the Master Servicer in connection with the full or partial prepayment of any of the Mortgage Loans and any Master Servicer Prepayment Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable to the Master Servicer pursuant to Section 3.11(a) or 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 Master Servicer in connection with the full or partial prepayment of any of the Mortgage Loans and any Master 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) and (f) any indemnification payments or expense reimbursements made by the Trust Fund pursuant to Section 8.05.
βBankruptcy Codeβ: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.
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 and the Mezzanine Certificates shall be Book-Entry Certificates.
βBusiness Dayβ: Any day other than a Saturday, a Sunday or a day on which 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.
βCertificateβ: Any Regular Certificate or Residual Certificate.
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 Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Master 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.
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βCertificate Marginβ: With respect to each Class of Adjustable-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:
Class |
REMIC 2 Regular Interest |
Certificate Margin | |
(1) (%) |
(2) (%) | ||
A-1 |
LTA1 |
0.220% |
0.440% |
A-2 |
LTA2 |
0.090% |
0.180% |
A-3 |
LTA3 |
0.210% |
0.420% |
A-4 |
LTA4 |
0.340% |
0.680% |
M-1 |
LTM1 |
0.390% |
0.585% |
M-2 |
LTM2 |
0.420% |
0.630% |
M-3 |
LTM3 |
0.440% |
0.660% |
M-4 |
LTM4 |
0.580% |
0.870% |
M-5 |
LTM5 |
0.630% |
0.945% |
M-6 |
LTM6 |
0.670% |
1.005% |
M-7 |
LTM7 |
1.250% |
1.875% |
M-8 |
LTM8 |
1.550% |
2.325% |
M-9 |
LTM9 |
2.200% |
3.300% |
M-10 |
LTM10 |
2.250% |
3.375% |
M-11 |
LTM11 |
2.250% |
3.375% |
___________________
(1) |
For each other Accrual Period. |
(2) |
For the Accrual Period for each Distribution Date on or prior to the Optional Termination Date. |
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βCertificate Ownerβ: With respect to each Book-Entry Certificate, any beneficial owner thereof.
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 (A) increased, in the case of a Mezzanine Certificate by the amount of any Subsequent Recoveries added to the Certificate Principal Balance of such Class pursuant to Section 4.01, (B) reduced by the sum of all amounts actually distributed in respect of principal of such Class and (C) further reduced, in the case of a Mezzanine Certificate by Realized Losses allocated thereto on all prior Distribution Dates. 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 2 Regular Interests over (B) the then aggregate Certificate Principal Balances of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates then outstanding.
βCertificate Registerβ and βCertificate Registrarβ: The register maintained and registrar appointed pursuant to Section 5.02 hereof.
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.
βClass A Certificateholderβ: Any Holder of a Class A Certificate.
βClass A Certificatesβ: Any Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate or Class A-4 Certificate.
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βClass A Principal Distribution Amountβ: With respect to any Distribution Date, the sum of (i) the Group I Principal Distribution Amount and (ii) the Group II Principal Distribution Amount.
βClass A-1 Certificateβ: Any one of the Class 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.
βClass A-2 Certificateβ: Any one of the Class A-2 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.
βClass A-3 Certificateβ: Any one of the Class A-3 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.
βClass A-4 Certificateβ: Any one of the Class A-4 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.
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-17, representing (i) a Regular Interest in REMIC 4, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the right to receive the Class IO Distribution Amount.
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.
βClass IO Distribution Amountβ: As defined in Section 4.05 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 4.05 hereof.
βClass Swap-IO Interestβ: An uncertificated interest in the Trust Fund evidencing a Regular Interest in REMIC 3.
βClass M-1 Certificateβ: Any one of the Class M-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form
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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.
βClass M-1 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 59.70% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-2 Certificateβ: Any one of the Class M-2 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.
βClass M-2 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 66.80% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-3 Certificateβ: Any one of the Class M-3 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 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
βClass M-3 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A
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Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 71.20% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-4 Certificateβ: Any one of the Class M-4 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.
βClass M-4 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 74.90% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-5 Certificateβ: Any one of the Class M-5 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 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
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βClass M-5 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 78.50% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-6 Certificateβ: Any one of the Class M-6 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-10, 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.
βClass M-6 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 81.80% and (ii) 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) and (B) the positive difference, if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due
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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 Overcollateralization Floor.
βClass M-7 Certificateβ: Any one of the Class M-7 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-11, 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.
βClass M-7 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 84.70% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-8 Certificateβ: Any one of the Class M-8 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-12, 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.
βClass M-8 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after
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taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.30% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-9 Certificateβ: Any one of the Class M-9 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-13, 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.
βClass M-9 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
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immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 89.70% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
βClass M-10 Certificateβ: Any one of the Class M-10 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-14, 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.
βClass M-10 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the payment of the Class M-9 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 91.70% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
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βClass M-11 Certificateβ: Any one of the Class M-11 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-15, 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.
βClass M-11 Principal Distribution Amountβ: An amount, not less than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the payment of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the payment of the Class M-10 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.70% and (ii) 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) and (B) the positive difference, if any, 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 the Overcollateralization Floor.
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-19, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 5.
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.
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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-19 and evidencing the ownership of the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest.
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-20 and evidencing the ownership of the Class R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.
βClass R-1 Interestβ: The uncertificated Residual Interest in REMIC 1.
βClass R-2 Interestβ: The uncertificated Residual Interest in REMIC 2.
βClass R-3 Interestβ: The uncertificated Residual Interest in REMIC 3.
βClass R-4 Interestβ: The uncertificated Residual Interest in REMIC 4.
βClass R-5 Interestβ: The uncertificated Residual Interest in REMIC 5.
βClass R-6 Interestβ: The uncertificated Residual Interest in REMIC 6.
βClose of Businessβ: As used herein, with respect to any Business Day, 5:00 p.m. (New York time).
βClosing Dateβ: November 10, 2005.
βCodeβ: The Internal Revenue Code of 1986, as amended.
βCollection Accountβ: The segregated account or accounts created and maintained by the Master 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 2005-5, Asset-Backed Certificates, Series 2005-5,β which must be an Eligible Account.
βCompensating Interestβ: As defined in Section 3.24 hereof.
βConvertible Mortgage Loanβ: Any Adjustable-Rate Mortgage Loan which allows the Mortgagor thereunder to convert the Mortgage Rate thereon to a fixed Mortgage Rate.
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 Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention: Option One Series 2005-5, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer, the Originator and the Seller.
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βCorresponding Certificateβ: With respect to each REMIC 2 Regular Interest set forth below, the corresponding Regular Certificate set forth in the table below:
REMIC 2 Regular Interest |
Regular Certificate |
LTA1 |
Class A-1 AAA |
LTA2 |
Class A-2 |
LTA3 |
Class A-3 |
LTA4 |
Class A-4 |
LTM1 |
Class M-1 |
LTM2 |
Class M-2 |
LTM3 |
Class M-3 |
LTM4 |
Class M-4 |
LTM5 |
Class M-5 |
LTM6 |
Class M-6 |
LTM7 |
Class M-7 |
LTM8 |
Class M-8 |
LTM9 |
Class M-9 |
LTM10 |
Class M-10 |
LTM11 |
Class M-11 |
LTP |
Class P |
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βCustodianβ: Xxxxx Fargo Bank, N.A., as custodian of the Mortgage Files, and any successor thereto.
βCut-off Dateβ: November 1, 2005.
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.
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.
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.
βDefinitive Certificatesβ: As defined in Section 5.02(c) hereof.
βDeleted Mortgage Loanβ: A Mortgage Loan replaced or to be replaced by one or more Qualified Substitute Mortgage Loans.
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βDelinquency Master Servicer Termination Triggerβ: A Delinquency Master 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 18.00%.
βDelinquency Percentageβ: For any Distribution Date, the percentage obtained by dividing (x) the aggregate Stated Principal Balance of Mortgage Loans Delinquent 60 days or more by (y) the aggregate Stated Principal Balance of the Mortgage Loans, in each case, as of the last day of the previous calendar month.
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.
βDepositorβ: Option One Mortgage Acceptance Corporation, a Delaware corporation, or any successor in interest.
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.
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.
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.
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 Master Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Master Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.
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
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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 term βUnited Statesβ, βstateβ and βinternational organizationsβ shall have the meanings set forth in Section 7701 of the Code.
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 2005-5, Asset-Backed Certificates, Series 2005-5β and which must be an Eligible Account.
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 December 2005.
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.
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.
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 Xxxxx'x, 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
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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 acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee and the NIMS Insurer. Eligible Accounts may bear interest.
βERISAβ: The Employee Retirement Income Security Act of 1974, as amended.
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.
βEstate in Real Propertyβ: A fee simple estate in a parcel of real property.
βExcess Overcollateralized Amountβ: With respect to the Class A Certificates and the Mezzanine 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.
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.
βXxxxxx Xxxβ: Federal National Mortgage Association or any successor thereto.
βFDICβ: Federal Deposit Insurance Corporation or any successor thereto.
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 Master Servicer pursuant to or as contemplated by Section 2.03 or 10.01), a determination made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Master Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.
βFitchβ: Fitch Ratings, or its successor in interest.
βFixed Rate Mortgage Loanβ: A first or second 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.
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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.
βFloating Swap Paymentβ: With respect to any Distribution Date, a floating amount equal to the product of (i) Swap LIBOR, (ii) the related Notional Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator of which is the actual number of days elapsed from and including the previous Floating Rate Payer Payment Date (as defined in the Interest Rate Swap Agreement) to but excluding the current Floating Rate Payer Payment Date (or, for the first Floating Rate Payer Payment Date, the actual number of days elapsed from the Closing Date to but excluding the first Floating Rate Payer Payment Date), and the denominator of which is 360.
βFormula Rateβ: For any Distribution Date and any Class of the Class A Certificates and the Mezzanine Certificates, the lesser of (i) LIBOR plus the related Certificate Margin and (ii) the applicable Maximum Cap Rate.
βXxxxxxx Macβ: The Federal Home Loan Mortgage Corporation, or any successor thereto.
βGross Marginβ: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
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.
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.
βGroup I Certificatesβ: The Class A-1 Certificates.
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 minus a pro rata portion (based on the Certificate Principal Balance of the Group I Certificates divided by the aggregate Certificate Principal Balance of the Class A Certificates) of 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).
βGroup I Mortgage Loanβ: A Mortgage Loan assigned to Loan Group I with a principal balance that conforms to Xxxxxx Xxx and Xxxxxxx Mac guidelines. The aggregate principal balance of the Group I Mortgage Loans as of the Cut-off Date is equal to $300,070,499.69.
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βGroup I Overcollateralization Floorβ: With respect to the Group I Certificates, $1,500,352.
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.
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 Master 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 Master 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 Loans.
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) 51.10% 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.
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.
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.
βGroup II Certificatesβ: The Class A-2 Certificates, the Class A-3 Certificates and the Class A-4 Certificates.
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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 minus a pro rata portion (based on the aggregate Certificate Principal Balance of the Group II Certificates divided by the aggregate Certificate Principal Balance of the Class A Certificates) of 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).
βGroup II Mortgage Loanβ: A Mortgage Loan assigned to Loan Group II with a principal balance that may or may not conform to Xxxxxx Mae and Xxxxxxx Mac guidelines. The aggregate principal balance of the Group II Mortgage Loans as of the Cut-off Date is equal to $744,654,350.60.
βGroup II Overcollateralization Floorβ: With respect to the Group II Certificates, $3,723,272.
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.
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 Master 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 Master 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.
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) 51.10% 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.
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βHighest Priorityβ: As of any date of determination, the Class of Mezzanine Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates.
βHolderβ: See βCertificateholder.β
βIndependentβ: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Master Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor or the Master Servicer or any Affiliate thereof, and (c) is not connected with the Depositor or the Master 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 Master 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 Master Servicer or any Affiliate thereof, as the case may be.
βIndependent Contractorβ: Either (i) any Person (other than the Master 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 arm's length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Master 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.
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.
βIndexβ: With respect to each Adjustable Rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.
βInitial Certificate Principal Balanceβ: With respect to any Regular Certificate, the amount designated βInitial Certificate Principal Balanceβ on the face thereof.
βInsurance Proceedsβ: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are received by the Master Servicer and are not to be applied to the restoration of the related Mortgaged Property or
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released to the Mortgagor in accordance with the procedures that the Master 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.
βInterest Determination Dateβ: With respect to the Class A Certificates and the Mezzanine Certificates and each related Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.
βInterest Rate Swap Agreementβ: The 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of November 10, 2005 (together with the schedule thereto, the Master Agreement) between the Swap Provider and the Trustee (in its capacity as Supplemental Interest Trust Trustee) and a confirmation of the same date, which supplements and forms part of the Master Agreement.
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.
βLIBORβ: With respect to each Accrual Period for the Class A Certificates and the Mezzanine 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 Class A Certificates and the Mezzanine Certificates will be established by the Trustee as follows:
(i)Β Β Β Β Β Β Β Β Β Β 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
(ii)Β Β Β Β Β Β Β Β Β 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.
Notwithstanding the foregoing, LIBOR for the Class A and Mezzanine Certificates for the first Accrual Period will be 4.185%.
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.
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βLiquidated Mortgage Loanβ: As to any Distribution Date, any Mortgage Loan in respect of which the Master 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.
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.
βLiquidation Proceedsβ: The amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee's sale, foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.23 or Section 10.01.
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, with respect to any second lien Mortgage Loan, the Principal Balance of the related first lien Mortgage Loan plus the Principal Balance of such second lien Mortgage Loan), and the denominator of which is the Value of the related Mortgaged Property.
βLoan Groupβ: Either Loan Group I or Loan Group II, as the context requires.
βLoan Group Iβ: The group of Mortgage Loans with principal balances that conform to Xxxxxx Xxx and Xxxxxxx Mac guidelines identified in the Mortgage Loan Schedule as having been assigned to Loan Group I.
βLoan Group IIβ: The group of Mortgage Loans with principal balances that may or may not conform to Xxxxxx Mae and Xxxxxxx Mac guidelines identified in the Mortgage Loan Schedule as having been assigned to Loan Group II.
βLossesβ: As defined in Section 9.03.
βLoss Mitigation Proceduresβ: The policies and procedures set forth in Exhibit G hereto relating to the realization on delinquent Mortgage Loans.
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.
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βMajority Certificateholdersβ: The Holders of Certificates evidencing at least 51% of the Voting Rights.
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 LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11 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.
βMaster Servicerβ: Option One Mortgage Corporation, a California corporation, or any successor servicer appointed as herein provided, in its capacity as Master Servicer hereunder.
βMaster Servicer Affiliateβ: A Person (i) controlling, controlled by or under common control with the Master Servicer or which is 50% or more owned by the Master Servicer and (ii) which is qualified to service residential mortgage loans.
βMaster Servicer Event of Terminationβ: One or more of the events described in Section 7.01.
βMaster Servicer Optional Purchase Delinquency Triggerβ: A Master Servicer Optional Purchase Delinquency Trigger has occurred with respect to a Distribution Date if the Delinquency Percentage exceeds 28.00% of the Senior Credit Enhancement Percentage.
βMaster Servicer Prepayment Charge Payment Amountβ: The amounts payable by the Master Servicer in respect of any Prepayment Charges pursuant to Section 2.05 or Section 3.01.
βMaster Servicer Remittance Dateβ: With respect to any Distribution Date, the Business Day prior to such Distribution Date.
βMaximum Cap Rateβ: For any Distribution Date, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the
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aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12 minus (a) an amount, expressed as a percentage, equal to the product of (i) the Net Swap Payment, if any, paid by the Trust for such Distribution Date divided by the aggregate Stated Principal Balance of the Mortgage Loans and (ii) 12 and (b) an amount, expressed as a percentage, equal to the product of (x) the Swap Termination Payment, if any, due from the Trust (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) for such Distribution Date divided by the aggregate Stated Principal Balance of the Mortgage Loans and (y) 12.
βMaximum LTZZ Uncertificated Accrued Interest Deferral Amountβ: With respect to any Distribution Date, the excess of (i) accrued interest at the Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC 1 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 LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest LTM11 for such Distribution Date, with the rate on each such REMIC 1 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 1 Pass-Through Rate and the related caps with respect to each such REMIC 1 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.
βMaximum Mortgage Rateβ: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
βMezzanine Certificateβ: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10 Certificates or the Class M-11 Certificates.
βMinimum Mortgage Rateβ: With respect to each Adjustable Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
βMonthly Interest Distributable Amountβ: With respect to the Class A Certificates, the Mezzanine 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).
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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 Master 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.
βMoody'sβ: Xxxxx'x Investors Service, Inc. or its successor in interest.
βMortgageβ: The mortgage, deed of trust or other instrument creating a first lien or second lien on, or first or second priority security interest in, a Mortgaged Property securing a Mortgage Note.
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.
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.
βMortgage Loan Purchase Agreementβ: The agreement among the Master Servicer, in its capacity as Originator, the Sellers and the Depositor, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, substantially in the form attached hereto as Exhibit C.
βMortgage Loan Scheduleβ: As of any date, the list of Mortgage Loans included in REMIC 1 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:
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(1) |
the Mortgage Loan identifying number; |
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(2) |
[reserved]; |
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(3) |
the state and zip code of the Mortgaged Property; | ||
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(4) |
a code indicating whether the Mortgaged Property was represented by the borrower, at the time of origination, as being owner-occupied; |
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(5) |
the type of Residential Dwelling constituting the Mortgaged Property; | |
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(6) |
the original months to maturity; |
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(7) |
the stated remaining months to maturity from the Cut-off Date based on the original amortization schedule; |
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(8) |
the Loan-to-Value Ratio at origination; |
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(9) |
the Mortgage Rate in effect immediately following the Cut-off Date; |
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(10) |
the date on which the first Monthly Payment was due on the Mortgage Loan; |
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(11) |
the stated maturity date; |
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(12) |
the amount of the Monthly Payment at origination; |
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(13) |
the amount of the Monthly Payment due on the first Due Date after the Cut-off Date; |
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(14) |
the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance; |
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the original principal amount of the Mortgage Loan; |
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(16) |
the Stated Principal Balance of the Mortgage Loan as of the Close of Business on the Cut-off Date; |
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(17) |
a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing); |
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(18) |
the Mortgage Rate at origination; |
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a code indicating the documentation program (i.e., full documentation, limited documentation, stated income documentation); |
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(20) |
the risk grade; |
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(21) |
the Value of the Mortgaged Property; |
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(22) |
the sale price of the Mortgaged Property, if applicable; | ||
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(23) |
the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date; |
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(24) |
the type and term of the related Prepayment Charge; |
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(25) |
the rounding code; |
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(26) |
the program code; |
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(27) |
a code indicating the lien priority for Mortgage Loans; | |||
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with respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate; |
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with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate; |
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(30) |
with respect to each Adjustable Rate Mortgage Loan, the Gross Margin; |
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(31) |
with respect to each Adjustable Rate Mortgage Loan, the next Adjustment Date; |
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with respect to each Adjustable Rate Mortgage Loan, the Periodic Rate Cap; |
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(33) |
the credit score (βFICOβ) of such Mortgage Loan; |
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(34) |
the total amount of points and fees charged such Mortgage Loan; |
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(35) |
[reserved]; and |
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(36) |
[reserved]. |
The Mortgage Loan Schedule shall set forth the following information, with respect to the Mortgage Loans in the aggregate and for each Loan Group as of the Cut-off Date: (1) the number of Mortgage Loans (separately identifying the number of Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans); (2) the current Stated Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans and (4) the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Originator in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, 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.
βMortgage Noteβ: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
βMortgage Poolβ: The pool of Mortgage Loans, identified on Exhibit D from time to time, and any REO Properties acquired in respect thereof.
βMortgage Rateβ: With respect to each Fixed Rate Mortgage Loan, the rate set forth in the related Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded to the next highest or nearest 0.125% (as provided in the Mortgage Note), of the Index, determined as set forth in the related Mortgage Note, plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.
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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.
βMortgagorβ: The obligor on a Mortgage Note.
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.
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 and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.
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.
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.
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.
βNet WAC Rateβ: With respect to each Distribution Date and the Certificates, a per annum rate equal to the product of (x) the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period minus an amount, expressed as a percentage, equal to the sum of (x) the product of (i) Net Swap Payment owed to the Swap Provider, if any, for such Distribution Date divided by the aggregate Stated Principal Balance of the Mortgage Loans and (ii) 12 and (y) the product of (i) the Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) if any, owed to the Swap Provider for such Distribution Date, divided by the aggregate Stated Principal Balance of the Mortgage Loans and (ii) 12. For federal income tax purposes, for any Distribution Date with respect to the REMIC 3 Regular Interests the ownership of which is represented by the Regular Certificates (other than the Class C Certificates or Class P Certificates), the economic equivalent of such rate shall be expressed as the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the Uncertificated REMIC 2 Pass-Through Rate on the REMIC 2 Regular Interests (other than
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REMIC 2 Regular Interest LTIO), weighted on the basis of the Uncertificated Principal Balance of each such REMIC 2 Regular Interest.
βNet WAC Rate Carryover Amountβ: With respect to any Class of Class A Certificates and Mezzanine Certificates and any Distribution Date, the sum of (A) the positive excess of (i) the amount of interest accrued on such Class of Certificates for such Distribution Date calculated at the related Formula 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 Formula Rate, in each case for such Distribution Date and for such related Accrual Period.
βNet WAC Rate Carryover Reserve Accountβ: The reserve account established and maintained pursuant to Section 3.28.
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.
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.
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 Master 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.
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).
βOffered Certificatesβ: The Class A Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates and the Class M-11 Certificates offered to the public pursuant to the Prospectus Supplement.
βOfficers' 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 Master Servicer, the Originator or the Depositor, as applicable.
βOpinion of Counselβ: A written opinion of counsel, who may, without limitation, be a salaried counsel for the Depositor or the Master Servicer, acceptable to the Trustee, except that any opinion of counsel relating to (a) the qualification of any REMIC as a
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REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.
βOptional Termination Dateβ: The first Distribution Date on which the Master Servicer or the NIMS Insurer may opt to terminate the Trust Fund pursuant to Section 10.01.
βOriginal Class Certificate Principal Balanceβ: With respect to the Class A Certificates, the Mezzanine 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.
βOriginatorβ: Option One Mortgage Corporation, a California corporation, or its successor in interest, in its capacity as originator under the Mortgage Loan Purchase Agreement.
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 and the Group II Basic Principal Distribution Amount on such Distribution Date).
βOvercollateralization Floorβ: With respect to the Mezzanine Certificates, $5,223,624.
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.
βOvercollateralization Target Amountβ: With respect to any Distribution Date, prior to the Stepdown Date will be 3.15% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date. The Overcollateralization Target Amount on or after the Stepdown Date will be the lesser of the amount set forth in the preceding sentence and 6.30% of the aggregate Stated Principal Balance of the Mortgage Loans for the related Distribution Date, subject to a floor equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided however, if a Trigger Event is in effect on the related Distribution Date, the Overcollateralization Target Amount will be equal to 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 and the Mezzanine Certificates to zero, the Overcollateralization Target Amount shall be zero.
βOvercollateralized Amountβ: For any Distribution Date, is the 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 sum of the aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).
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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.
βPass-Through Rateβ: With respect to any Class of the Class A and Mezzanine Certificates and any Distribution Date, the lesser of (x) the related Formula Rate for such Distribution Date and (y) the Net WAC Rate for such Distribution Date.
With respect to the Class C Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii) interest on the Uncertificated 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 Balance of REMIC 1 Regular Interests XXXX, XXX0, XXX0, XXX0, XXX0, XXX0, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10, LTM11 and LTZZ.
With respect to the Class C Certificates, 100% of the interest distributable to the Class C Interest, expressed as a per annum rate on its Notional Amount.
With respect to the Class Swap-IO Interest, the Class Swap IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC 2 Regular Interest LTIO for such Distribution Date.
βPaying Agentβ: Any paying agent appointed pursuant to Section 5.05.
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%.
βPeriodic Rate Capβ: With respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
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 Master 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:
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(i)Β Β Β Β Β Β Β Β Β Β 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;
(ii)Β Β Β Β Β Β Β Β Β Β (A) demand and time deposits in, certificates of deposit of, bankers' acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company (or, if the only Rating Agency is S&P, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) or its ultimate parent has a short-term uninsured debt rating in the highest available rating category of Fitch, 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;
(iii)Β Β Β Β Β Β Β Β 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 Xxxxx'x, and F-1+ or higher by Fitch, provided, however, that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market prices plus accrued interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the 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;
(iv)Β Β Β Β Β Β Β Β 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;
(v)Β Β Β Β Β Β Β Β Β 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;
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(vi)Β Β Β Β Β Β Β Β 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 (if rated by Fitch) and βAaaβ by Xxxxx'x; and
(vii)Β Β Β Β Β Β 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 in writing as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Class A Certificates;
provided, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.
βPermitted Transfereeβ: Any transferee of a Residual Certificate other than a Disqualified Organization or a non-U.S. Person.
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.
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.
βPool Balanceβ: As of any date of determination, the aggregate Stated Principal Balance of the Mortgage Loans in both Loan Groups as of such date.
βPrepayment Assumptionβ: As defined in the Prospectus Supplement.
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 Master Servicer Prepayment Charge Payment Amount).
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 Master Servicer (in its capacity as Originator) and set forth the following information with respect to each Prepayment Charge:
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(i) |
the Mortgage Loan identifying number; |
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(ii) |
a code indicating the type of Prepayment Charge; |
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(iii) |
the state of origination of the related Mortgage Loan; |
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(iv) |
the date on which the first monthly payment was due on the related Mortgage Loan; |
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(v) |
the term of the related Prepayment Charge; and |
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(vi) |
the principal balance of the related Mortgage Loan as of the Cut-off Date. |
The Prepayment Charge Schedule shall be amended from time to time by the Master Servicer in accordance with the provisions of this Agreement and a copy of such amended Prepayment Charge Schedule shall be furnished by the Master Servicer to the NIMS Insurer.
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.
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 month's interest on the Mortgage Loan less any payments made by the Mortgagor. The obligations of the Master Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 3.24.
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 November 1, 2005) and ending on the Determination Date of the calendar month in which such Distribution Date occurs.
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.
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.
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βPrincipal Remittance Amountβ: With respect to any Distribution Date, the sum of (i) the Group I Principal Remittance Amount and (ii) the Group II Principal Remittance Amount.
βProspectus Supplementβ: That certain Prospectus Supplement dated November 7, 2005 relating to the public offering of the Offered Certificates.
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 Officers' Certificate from the Master 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 Master 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 Master 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 Master 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.
βQualified Insurerβ: Any insurance company acceptable to Xxxxxx Xxx.
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) if the Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of
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the Deleted Mortgage Loan, (v) if the Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (viii) be current as of the date of substitution, (ix) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading determined by the Originator at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the Originator in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii) conform to each representation and warranty set forth in Section 3.01 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan, (xiv) have the same Due Date as the Deleted Mortgage Loan, (xv) [reserved] and (xvi) not be a Convertible Mortgage Loan unless that Deleted Mortgage Loan was a Convertible Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Rates described in clauses (ii) through (vi) hereof shall be satisfied for each such mortgage loan, the risk gradings described in clause (x) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (vii) hereof shall be determined on the basis of weighted average remaining term to maturity (provided that no such mortgage loan may have a remaining term to maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.
βRating Agency or Rating Agenciesβ: Fitch, Xxxxxβx 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, notice of which designation shall be given to the Trustee and Master Servicer.
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.
βRecord Dateβ: With respect to (i) the Class P Certificates, the Class C Certificates and the Residual Certificates, the Close of Business on the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs and (ii) with respect to the Class A Certificates and the Mezzanine Certificates, the Close of Business on the Business Day immediately preceding the related Distribution Date; provided, however, that following the date on which Definitive Certificates for a Class A Certificate or a Mezzanine Certificate are available pursuant to Section 5.02, the Record Date for such Certificates shall be the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs.
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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 Master 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.
βRegular Certificateβ: Any of the Class A Certificates, Mezzanine Certificates, Class C Certificates or Class P Certificates.
βRelief Actβ: The Servicemembers Civil Relief Act.
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 month's interest on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the application of the Relief Act.
βREMICβ: A βreal estate mortgage investment conduitβ within the meaning of Section 860D of the Code.
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 Trustee's rights with respect to the Mortgage Loans under all insurance policies, required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor's rights under the Mortgage Loan Purchase Agreement (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 Master Servicer Prepayment Charge Payment Amounts, the Interest Rate Swap Agreement or the Swap Account.
βREMIC 1 Regular Interestsβ: One of the 92 separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.
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 the Holders of the Regular
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Certificates 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.
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.
βREMIC 2 Overcollateralization Target Amountβ: 1.00% of the Overcollateralization Target Amount.
βREMIC 2 Overcollateralized Amountβ: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests minus (ii) the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest LTP, in each case as of such date of determination.
βREMIC 2 Principal 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 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 LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest LTM11 and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest LTZZ.
βREMIC 2 Regular Interestsβ: One of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC 2 Regular Interest LTIO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC 2 Regular
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Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTZZ, 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.
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.
βREMIC 3 Regular Interestsβ: Any Class A Certificate, Mezzanine Certificate, Class C Interest, Class P Interest or Class SWAP-IO Interest.
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.
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.
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.
βREMIC 6 Regular Interestβ: REMIC 6 Regular Interest SWAP-IO.
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.
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.
βREMIC Regular Interestsβ: The REMIC 1 Regular Interests, REMIC 2 Regular Interests, the Class C Interest, Class P Interest or Class SWAP-IO Interest.
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βRemittance Reportβ: A report prepared by the Master Servicer and delivered to the Trustee and the NIMS Insurer pursuant to Section 4.04.
βRents from Real Propertyβ: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.
βREO Accountβ: The account or accounts maintained by the Master Servicer in respect of an REO Property pursuant to Section 3.23.
βREO Dispositionβ: The sale or other disposition of an REO Property on behalf of the Trust Fund.
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 month's interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the Close of Business on the Distribution Date in such calendar month.
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 Master 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.
βREO Propertyβ: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23.
βRequest for Releaseβ: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.
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.
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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.
βResidual Certificateβ: Any Class R Certificates or Class R-X Certificates.
βResidual Interestβ: The sole class of βresidual interestsβ in a REMIC within the meaning of Section 860G(a)(2) of the Code.
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 officer's knowledge of and familiarity with the particular subject.
βS&Pβ: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or its successor in interest.
βSellerβ: Any one or all of: (i) Option One Mortgage Corporation, a California corporation or (ii) 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 and/or Option One Owner Trust 2005-7, each a Delaware statutory trust.
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 Mezzanine Certificates and the Class C Certificates, and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans, calculated prior to taking into account payments of principal on the Mortgage Loans and distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Holders of the Certificates then entitled to distributions of principal on such Distribution Date.
βServicing Accountβ: The account or accounts created and maintained pursuant to Section 3.09.
βServicing Advancesβ: All customary, reasonable and necessary βout of pocketβ costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Master 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.
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βServicing Feeβ: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month's interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full or in part made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.
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.
βServicing Officerβ: Any employee or officer of the Master 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 Master Servicer to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.
βServicing Standardβ: The standards set forth in Section 3.01.
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.
βStartup Dayβ: As defined in Section 9.01(b) hereof.
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 Master 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
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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.
βStepdown Dateβ: The earlier to occur of (a) the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (b) the later to occur of (i) the Distribution Date occurring in December 2008 and (ii) the first Distribution Date on which the Senior Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Mortgage Loans and distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 48.90%.
βSubsequent Recoveriesβ: As of any Distribution Date, unexpected amounts received by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.10) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.
βSub-Servicerβ: Any Person with which either Master Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.
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 Master Servicer.
βSub-Servicing Agreementβ: The written contract between either Master Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02.
βSubstitution Adjustmentβ: As defined in Section 2.03(d) hereof.
βSupplemental Interest Trustβ: As defined in Section 4.05(a).
βSwap Administration Agreementβ: As defined in Section 4.05(b).
βSwap Accountβ: The account or accounts created and maintained pursuant to Section 4.05. The Swap Account must be an Eligible Account.
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.
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 Swap Administration Agreement.
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βSwap LIBORβ: A per annum rate equal to the floating rate payable by the Swap Provider under the Interest Rate Swap Agreement.
βSwap Providerβ: HSBC Bank USA, National Association.
βSwap Provider Trigger Eventβ: A Swap Termination Payment that is triggered upon: (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.
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.
βTax Matters Personβ: The tax matters person appointed pursuant to Section 9.01(e) hereof.
βTax Prepayment Assumptionβ: The prepayment assumption provided by the Depositor and as disclosed in the Prospectus Supplement.
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.
βTermination Priceβ: As defined in Section 10.01(a) hereof.
βTerminatorβ: As defined in Section 10.01 hereof.
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.
βTrigger Eventβ: A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if:
(a)Β Β Β Β Β Β Β Β Β Β the Delinquency Percentage exceeds 31.00% of the Senior Credit Enhancement Percentage or
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(b)Β Β Β Β Β Β Β Β Β 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:
Distribution Date Occurring In |
Percentage |
December 2007 β November 2008 |
1.35% for December 2007, plus 1/12 of 1.65% for each month thereafter |
December 2008 β November 2009 |
3.00% for December 2008, plus 1/12 of 1.75% for each month thereafter |
December 2009 β November 2010 |
4.75% for December 2009, plus 1/12 of 1.40% for each month thereafter |
December 2010 β November 2011 |
6.15% for December 2010, plus 1/12 of 0.75% for each month thereafter |
December 2011 and thereafter |
6.90% |
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βTrustβ: Option One Mortgage Loan Trust 2005-5, the trust created hereunder.
βTrust Fundβ: All of the assets of the Trust, which the trust created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, the Net WAC Rate Carryover Reserve Account, the Master Servicer Prepayment Charge Payment Amounts, distributions made to the Trustee by the Swap Administrator under the Swap Administration Agreement and the Swap Account.
βTrust REMICβ: Each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6.
βTrusteeβ: Xxxxx Fargo Bank, N.A., a national banking association, or any successor trustee appointed as herein provided.
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).
βTrustee Fee Rateβ: 0.003% per annum.
βUncertificated Accrued Interestβ: With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month's interest at the related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests based on
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their respective entitlements to interest irrespective of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date).
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:
Distribution Date |
REMIC 1 Regular Interests |
1 and 2 |
I-1-A through I-45-A |
3 |
I-2-A through X-00-X |
0 |
X-0-X xxxxxxx X-00-X |
0 |
X-0-X through X-00-X |
0 |
X-0-X xxxxxxx X-00-X |
0 |
X-0-X through I-45-A |
8 |
I-7-A through X-00-X |
0 |
X-0-X xxxxxxx X-00-X |
00 |
X-0-X through I-45-A |
11 |
I-10-A through I-45-A |
12 |
I-11-A through I-45-A |
13 |
I-12-A through I-45-A |
14 |
I-13-A through I-45-A |
15 |
I-14-A through I-45-A |
16 |
I-15-A through I-45-A |
17 |
I-16-A through I-45-A |
18 |
I-17-A through I-45-A |
19 |
I-18-A through I-45-A |
20 |
I-19-A through I-45-A |
21 |
I-20-A through I-45-A |
22 |
I-21-A through I-45-A |
23 |
I-22-A through I-45-A |
24 |
I-23-A through I-45-A |
25 |
I-24-A through I-45-A |
26 |
I-25-A through I-45-A |
27 |
I-26-A through I-45-A |
28 |
I-27-A through I-45-A |
29 |
I-28-A through I-45-A |
30 |
I-29-A through I-45-A |
31 |
I-30-A through I-45-A |
32 |
I-31-A through I-45-A |
33 |
I-32-A through I-45-A |
34 |
I-33-A through I-45-A |
35 |
I-34-A through I-45-A |
36 |
I-35-A through I-45-A |
37 |
I-36-A through I-45-A |
38 |
I-37-A through I-45-A |
39 |
I-38-A through I-45-A |
40 |
I-39-A through I-45-A |
41 |
I-40-A through I-45-A |
42 |
I-41-A through I-45-A |
43 |
I-42-A through I-45-A |
44 |
I-43-A through I-45-A |
45 |
I-44-A and I-45-A |
46 |
I-45-A |
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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.
βUncertificated Pass-Through Rateβ: The Uncertificated REMIC 1 Pass-Through Rate or Uncertificated REMIC 2 Pass-Through Rate.
βUncertificated Principal Balanceβ: With respect to each REMIC Regular Interest (other than REMIC 2 Regular Interest LTIO), the amount of such REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest (other than REMIC 2 Regular Interest LTIO) shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.08, and the Uncertificated Principal Balances of REMIC 2 Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.08. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero. With respect to the Class C Interest, as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interest over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, Mezzanine Certificates and the Class P Interest then outstanding.
βUncertificated REMIC 1 Pass-Through Rateβ: With respect to each REMIC 1 Regular Interest ending with the designation βAβ, a per annum rate equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans multiplied by 2, subject to a maximum rate of 9.700%. With respect to each REMIC 1 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 of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans over (ii) 9.700% and (y) 0.00%.
βUncertificated REMIC 2 Pass-Through Rateβ: With respect to REMIC 2 Regular Interest LT-AA, REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest LT-ZZ and REMIC 2 Regular Interest LT-P, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to REMIC 1 Regular Interest I, the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans, (y) with respect to REMIC I 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 (z) 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:
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Distribution Date |
REMIC 1 Regular Interest |
Rate |
1 and 2 |
I-1-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
3 |
I-2-A through I-45-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 |
4 |
I-3-A through I-45-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 |
5 |
I-4-A through I-45-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 |
6 |
I-5-A through I-45-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 |
7 |
I-6-A through I-45-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 |
8 |
I-7-A through I-45-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 |
9 |
I-8-A through I-45-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 |
10 |
I-9-A through I-45-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 |
11 |
I-10-A through I-45-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 |
12 |
I-11-A through I-45-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 |
13 |
I-12-A through I-45-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 |
14 |
I-13-A through I-45-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 |
15 |
I-14-A through I-45-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 |
16 |
I-15-A through I-45-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 |
17 |
I-16-A through I-45-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 |
18 |
I-17-A through I-45-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 |
19 |
I-18-A through I-45-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 |
20 |
I-19-A through I-45-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 |
21 |
I-20-A through I-45-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 |
22 |
I-21-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-20-A |
Uncertificated REMIC 1 Pass-Through Rate |
23 |
I-22-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-21-A |
Uncertificated REMIC 1 Pass-Through Rate |
24 |
I-23-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-22-A |
Uncertificated REMIC 1 Pass-Through Rate |
25 |
I-24-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-23-A |
Uncertificated REMIC 1 Pass-Through Rate |
Β
Β
Β
Β
26 |
I-25-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-24-A |
Uncertificated REMIC 1 Pass-Through Rate |
27 |
I-26-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-25-A |
Uncertificated REMIC 1 Pass-Through Rate |
28 |
I-27-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-26-A |
Uncertificated REMIC 1 Pass-Through Rate |
29 |
I-28-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-27-A |
Uncertificated REMIC 1 Pass-Through Rate |
30 |
I-29-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-28-A |
Uncertificated REMIC 1 Pass-Through Rate |
31 |
I-30-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-29-A |
Uncertificated REMIC 1 Pass-Through Rate |
32 |
I-31-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-30-A |
Uncertificated REMIC 1 Pass-Through Rate |
33 |
I-32-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-31-A |
Uncertificated REMIC 1 Pass-Through Rate |
34 |
I-33-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-32-A |
Uncertificated REMIC 1 Pass-Through Rate |
35 |
I-34-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-33-A |
Uncertificated REMIC 1 Pass-Through Rate |
36 |
I-35-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-34-A |
Uncertificated REMIC 1 Pass-Through Rate |
37 |
I-36-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-35-A |
Uncertificated REMIC 1 Pass-Through Rate |
38 |
I-37-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-36-A |
Uncertificated REMIC 1 Pass-Through Rate |
39 |
I-38-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-37-A |
Uncertificated REMIC 1 Pass-Through Rate |
40 |
I-39-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-38-A |
Uncertificated REMIC 1 Pass-Through Rate |
41 |
I-40-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-39-A |
Uncertificated REMIC 1 Pass-Through Rate |
42 |
I-41-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-40-A |
Uncertificated REMIC 1 Pass-Through Rate |
43 |
I-42-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-41-A |
Uncertificated REMIC 1 Pass-Through Rate |
44 |
I-43-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-42-A |
Uncertificated REMIC 1 Pass-Through Rate |
45 |
I-44-A through I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-43-A |
Uncertificated REMIC 1 Pass-Through Rate |
46 |
I-45-A |
2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate |
Β |
I-1-A through I-44-A |
Uncertificated REMIC 1 Pass-Through Rate |
thereafter |
I-1-A through I-45-A |
Uncertificated REMIC 1 Pass-Through Rate |
Β
With respect to REMIC 2 Regular Interest LT-IO, and (a) the first Distribution Date, the excess of (i) the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests ending with the designation βAβ, over (ii) the Uncertificated REMIC 1 Pass-Through
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Rates for REMIC 1 Regular Interests ending with the designation βAβ, (b) the second Distribution Date through the 46th Distribution Date, the excess of (i) the Undertificated REMIC 1 Pass-Through Rates for REMIC I Regular Interest ending with the designation βAβ, over (ii) 2 multiplied by Swap LIBOR, and (c) thereafter 0.00%.
βUnderwritersβ: Each of Banc of America Securities LLC, Greenwich Capital Markets, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., X.X. Xxxxxx Securities Inc., Xxxxxx Brothers Inc. and H&R Block Financial Advisors Inc.
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.
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.
βUnpaid Interest Shortfall Amountβ: With respect to the Class A Certificates and the Mezzanine 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.
βValueβ: With respect to any Mortgage Loan, and the related Mortgaged Property, the lesser of:
Β |
(i) |
the lesser of (a) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Xxxxxx Xxx and Xxxxxxx Mac, and (b) the value thereof as determined by a |
Β
review appraisal conducted by the Originator in the event any such review appraisal determines an appraised value more than 10% lower than the value thereof, in the case of a Mortgaged Loan with a Loan-to-Value Ratio less than or equal to 80%, or more than 5% lower than the value thereof, in the case of a Mortgage Loan with a Loan-to-Value Ratio greater than 80%, as determined by the appraisal referred to in clause (i)(a) above; and
Β |
(ii) |
the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a refinanced Mortgage Loan (which is a Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property) or a Mortgage Loan originated in connection with a βlease option purchaseβ if the βlease option purchase priceβ was set 12 months or more prior to origination, such value of the Mortgaged Property is based solely upon clause (i) above. |
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, the Mezzanine Certificates and the Class C Certificates shall have 98% of the Voting Rights (allocated among the Holders of the Class A Certificates, the Mezzanine Certificates and the Class C Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates), the Class P Certificates shall have 1% of the Voting Rights and the Residual Certificates shall have 1% of the Voting Rights. The Voting Rights allocated to any Class of Certificates (other than the Class P Certificates and the Residual Certificates) shall be allocated among all Holders of each such Class in proportion to the outstanding Certificate Principal Balance or Notional Amount of such Certificates and the Voting Rights allocated to the Class P Certificates and the Residual Certificates shall be allocated among all Holders of each such Class in proportion to such Holders' respective Percentage Interest; provided, however that when none of the Regular Certificates are outstanding, 100% of the Voting Rights shall be allocated among Holders of the Residual Certificates in accordance with such Holders' respective Percentage Interests in the Certificates of such Class.
Β |
SECTION 1.02. |
Accounting. |
Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into account such definition or calculation and any related definitions or calculations shall be determined without duplication of such functions.
Β |
SECTION 1.03. |
Allocation of Certain Interest Shortfalls. |
For purposes of calculating the amount of the Monthly Interest Distributable Amount for each of the Class A Certificates, the Mezzanine Certificates and the Class C Certificates for any Distribution Date, (1) the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, among the Class C Certificates on a pro rata basis based on, and to the extent of, one month's interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate and, thereafter, among the Class A Certificates and
Β
the Mezzanine Certificates, on a pro rata basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate and (2) the aggregate amount of any Realized Losses and Net WAC Rate Carryover Amounts incurred for any Distribution Date shall be allocated among the Class C Certificates on a pro rata basis based on, and to the extent of, one month's interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate after the allocation thereto in clause (1).
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, 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.
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest LTZZ, pro rata based on, and to the extent of, one month's interest at the then applicable respective Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC 2 Regular Interest.
Β |
SECTION 1.04. |
Rights of the NIMS Insurer. |
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
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Β |
SECTION 2.01. |
Conveyance of Mortgage Loans. |
The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies 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 Master Servicer after the Cut-off Date with respect to the Mortgage Loans.
In connection with such transfer and assignment, the Depositor, does hereby deliver to, and deposit with the 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,:
(i)Β Β Β Β Β Β Β Β Β 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;
(ii)Β Β Β Β Β Β Β Β 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;
(iii)Β Β Β Β Β Β Β 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
(iv)Β Β Β Β Β Β Β Β Β an original of any intervening assignment of Mortgage showing a complete chain of assignments;
Β |
(v) |
the original or a certified copy of lender's title insurance policy; and |
Β
Β
Β
(vi)Β Β Β Β Β Β Β Β Β the original or copies of each assumption, modification, written assurance or substitution agreement, if any.
The Trustee agrees to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor 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.
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 Master 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 Master 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 lender's title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(v) above, the Master 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 attorney's 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 Master 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.
Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Master 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 Master Servicer, in its capacity as Originator, shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03.
The Depositor (at the expense of the Master 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
Β
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 Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) if the Originator is not the Master 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 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.
The Master 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 Master 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 Master Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, an Officers' Certificate of the Master 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 Master 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 Master Servicer shall deliver a copy of such document certified by an officer of the Master Servicer to be a true and complete copy of the original to the Custodian.
The parties hereto understand and agree that it is not intended that any mortgage loan be included in the Trust that is a high-cost home loan as defined by the HOEPA or any other applicable predatory or abusive lending laws.
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SECTION 2.02. |
Acceptance by Trustee. |
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.
The Trustee agrees, for the benefit of the Certificateholders, 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, to certify to the Depositor, the Master 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.
Prior to the first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor, the Master Servicer 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.
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 NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Originator, the Depositor, the NIMS Insurer or the Master 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
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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.
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 that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.
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SECTION 2.03. |
Repurchase or Substitution of Mortgage Loans by the Originator. |
(a)Β Β Β Β Β Β Β Β 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 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, the Trustee shall promptly notify the Originator, the NIMS Insurer and the Master Servicer of such defect, missing document or breach and request that the Originator deliver such missing document or cure such defect or breach within 120 days from the date the Originator was notified of such missing document, defect or breach, and if the Originator does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the Originator's obligation under the Mortgage Loan Purchase Agreement and cause the Originator 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 Master Servicer of such deposit, shall release to the Originator the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator shall furnish to it and as shall be necessary to vest in the Originator 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 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 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 respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.
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(b)Β Β Β Β Β Β Β Β 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 in any Mortgage Loan, the Depositor shall cure such breach in all material respects.
(c)Β Β Β Β Β Β Β Β Β Β Within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Master Servicer shall cure such breach in all material respects.
(d)Β Β Β Β Β Β Β Β 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 substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator 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 Officers' Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment (as described below), if any, in connection with such substitution. The Trustee 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 Master Servicer 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 Master Servicer 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. 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 shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Originator shall give or cause to be given written notice to the Certificateholders 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 NIMS Insurer and the Trustee. Upon such substitution by the Originator, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement, including all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement as of the date of substitution.
For any month in which the Originator substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (the βSubstitution Adjustmentβ), if any, by which the aggregate Purchase
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Price of all such Deleted Mortgage Loans exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan, of the principal balance thereof as of the date of substitution, together with one month's interest on such principal balance at the applicable Net Mortgage Rate. On the date of such substitution, the Originator will deliver or cause to be delivered to the Master 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 Master Servicer of such deposit, shall release to the Originator 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 shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.
In addition, the Originator shall obtain at its own expense and deliver to the Trustee 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 can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given.
Upon discovery by the Originator, the Master Servicer, the 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 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 if the affected Mortgage Loan's status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Originator under the Mortgage Loan Purchase Agreement or (ii) the Depositor, if the affected Mortgage Loan's status as a non-qualified mortgage is a breach of any representation or warranty of the Depositor set forth in Section 2.06, or if its status as a non-qualified mortgage is a breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a), if made by the Originator, or Section 2.03(b), if made by the Depositor. The Trustee shall reconvey to the Depositor or the Originator, 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.
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SECTION 2.04. |
Intentionally Omitted. |
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SECTION 2.05. |
Representations, Warranties and Covenants of the Master Servicer. |
The Master Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:
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(i)Β Β Β Β Β Β Β Β Β Β Β The Master 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 Master Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Master 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 Master 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 Master Servicer, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally; and all requisite corporate action has been taken by the Master Servicer to make this Agreement valid and binding upon the Master Servicer in accordance with its terms;
(ii)Β Β Β Β Β Β Β Β Β Β The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer and will not result in the breach of any term or provision of the charter or by-laws of the Master 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 Master Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject;
(iii)Β Β Β Β Β Β Β Β Β The execution and delivery of this Agreement by the Master Servicer and the performance and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained;
(iv)Β Β Β Β Β Β Β Β Β This Agreement, and all documents and instruments contemplated hereby which are executed and delivered by the Master Servicer, constitute and will constitute valid, legal and binding obligations of the Master 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;
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(v) |
[Reserved]; |
(vi)Β Β Β Β Β Β Β Β Β The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(vii)Β Β Β Β Β Β Β There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Master 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 Master Servicer that might prohibit or materially and adversely affect the performance by such Master Servicer of its obligations under, or validity or enforceability of, this Agreement, or (B) may result in any material impairment of the
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right or ability of the Master Servicer to carry on its business substantially as now conducted, or (C) may result in any material liability on the part of the Master 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 Master Servicer contemplated herein, or (E) would otherwise be likely to impair materially the ability of the Master Servicer to perform under the terms of this Agreement;
(viii)Β Β Β Β Β Β Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Master Servicer in connection with the transactions contemplated hereby contains any untrue statement of a material fact;
(ix)Β Β Β Β Β Β Β Β Β The Master Servicer covenants that its computer and other systems used in servicing the Mortgage Loans operate in a manner such that the Master Servicer can service the Mortgage Loans in accordance with the terms of this Agreement;
(x)Β Β Β Β Β Β Β Β 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 creditor's rights generally or the collectibility thereof may be limited due to acceleration in connection with a foreclosure) under applicable federal, state and local law;
(xi)Β Β Β Β Β Β Β Β Β The Master Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and
(xii)Β Β Β Β Β Β Β The Master Servicer has accurately and fully reported, and will continue to accurately and fully report, its borrower credit files to each of the credit repositories in a timely manner.
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer, the Master 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, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Master Servicer, the Originator, the NIMS Insurer and the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of the representation or covenant of the Master 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 Master Servicer shall remedy such breach as follows: (a) if the representation made by the Master 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
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Date limits the enforceability of a Prepayment Charge (other than in the circumstances provided in Section 2.05(x) above), the Master 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 Master Servicer and paid by the Master 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 Master Servicer in Section 2.05(xi) above is breached, the Master 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 or the Trustee on behalf of the Certificateholders, pursuant to the Mortgage Loan Purchase Agreement signed by the Master Servicer in its capacity as Originator, respecting a breach of the representations, warranties and covenants of the Master Servicer in its capacity as Originator contained in the Mortgage Loan Purchase Agreement.
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SECTION 2.06. |
Representations and Warranties of the Depositor. |
The Depositor represents and warrants to the Trust and the Trustee on behalf of the Certificateholders as follows:
(i)Β Β Β Β Β Β Β Β Β 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 creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(ii)Β Β Β Β Β Β Β Β 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;
(iii)Β Β Β Β Β Β Β 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;
(iv)Β Β Β Β Β Β Β 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;
(v)Β Β Β Β Β Β Β Β 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;
(vi)Β Β Β Β Β Β Β 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
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the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;
(vii)Β Β Β Β Β 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 Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement);
(viii)Β Β Β Β Β Β To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and
(ix)Β Β Β Β Β Β Β Β Β There are no actions, proceedings or investigations pending before or, to the Depositor's knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.
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SECTION 2.07. |
Issuance of Certificates. |
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
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in authorized denominations. The interests evidenced by the Certificates, constitute the entire beneficial ownership interest in the Trust Fund.
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SECTION 2.08. |
Reserved. |
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SECTION 2.09. |
Conveyance of REMIC Regular Interests and Acceptance of REMICΒ 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of Certificates. |
(a)Β Β Β Β Β Β Β Β 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.
(b)Β Β Β Β Β Β Β Β 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 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 REMIC 1 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 2 Regular Interests and the Class R Certificates (in respect of the Class R-2 Interest). The interests evidenced by the Class R-2 Interest, together with the REMIC 2 Regular Interests, constitute the entire beneficial ownership interest in REMIC 2.
(c)Β Β Β Β Β Β Β Β 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.
(d)Β Β Β Β Β Β Β Β 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
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declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-4 Interest). The interests evidenced by the Class R-4 Interest, together with the Class C Certificates, constitute the entire beneficial ownership interest in REMIC 4.
(e)Β Β Β Β Β Β Β Β 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.
(f)Β Β Β Β Β Β Β Β 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.
(g)Β Β Β Β Β Β Β Β 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 2.07 and (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 2.07(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 2.07(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 2.07(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 2.07(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, the 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.
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SECTION 2.10. |
Negative Covenants of the Trustee and the Master Servicer. |
Except as otherwise expressly permitted by this Agreement, the Trustee and the Master Servicer shall not cause the Trust Fund to:
(i)Β Β Β Β Β Β Β Β Β Β Β sell, transfer, exchange or otherwise dispose of any of the assets of the Trust Fund;
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(ii) |
dissolve or liquidate the Trust Fund in whole or in part; |
(iii)Β Β Β Β Β Β Β 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;
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(iv) |
incur, create or assume any indebtedness for borrowed money; |
(v)Β Β Β Β Β Β Β Β Β Β voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding; or
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(vi) |
merge, convert or consolidate with any other Person. |
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ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
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SECTION 3.01. |
Master Servicer to Act as Master Servicer. |
The Master 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 (as determined by the Master Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans but without regard to:
(A)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β any relationship that the Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any Sub-Servicer may have with the related Mortgagor;
(B)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β the ownership or non-ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer;
(C)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β the Master Servicer's obligation to make Advances or Servicing Advances; or
(D)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β the Master Servicer's or any Sub-Servicer's right to receive compensation for its services hereunder or with respect to any particular transaction.
To the extent consistent with the foregoing, the Master 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 judgement of the Master 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 Master Servicer or an applicable Sub-Servicer an intention to refinance the related Mortgage Loan and (y) the Master Servicer has concluded in its reasonable judgement that the waiver of such Prepayment Charge would induce such mortgagor to refinance with the Master Servicer; provided, however, that the Master 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 Master 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
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made by the Master 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 Master 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 Master Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee when the Master 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 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 and Certificateholders. The Master 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 Master 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 Master Servicer, and furnish to the Master 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 Master 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 Master Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions of the Master Servicer or any Sub-Servicers under such powers of attorney.
Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, the Master 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 Master 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.
Notwithstanding anything in this Agreement to the contrary, the Master Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.04) and the Master 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 Master 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
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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.
Within 180 days of the Closing Date, with respect to each Mortgage Loan set forth on Schedule X of the Mortgage Loan Purchase Agreement, the Servicer shall deliver to the Trustee a written field report from the Servicer or from an independent contractor (which, in either case, need not be a qualified appraiser but who cannot be the related Mortgagor) certifying that, based on a visual exterior inspection conducted by such person, such related Mortgaged Property appears not to have been damaged materially by the recent Hurricane Xxxxxxx or Xxxx or their after effects.
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SECTION 3.02. |
Sub-Servicing Agreements Between Master Servicer and Sub-Servicers. |
(a)Β Β Β Β Β Β Β Β Β Β The Master 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 NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the request of the Master Servicer, any Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement and that is otherwise permitted under this Agreement.
Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master 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 Master 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 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 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
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Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the NIMS Insurer and the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer's execution and delivery of such instruments.
(b)Β Β Β Β Β Β Β Β Β Β As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the Certificateholders, 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 Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed. Enforcement of the Mortgage Loan Purchase Agreement against the Originator shall be effected by the Master Servicer to the extent it is not the Originator, and otherwise by the Trustee in accordance with the foregoing provisions of this paragraph.
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SECTION 3.03. |
Successor Sub-Servicers. |
The Master Servicer, with the consent of 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 Master Servicer without any act or deed on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02.
Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Master Servicer or the Trustee (if the Trustee is acting as Master Servicer) without fee, in accordance with the terms of this Agreement, in the event that the Master Servicer (or the Trustee, if such party is then acting as Master Servicer) shall, for any reason, no longer be the Master Servicer (including termination due to a Master Servicer Event of Termination).
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SECTION 3.04. |
Liability of the Master Servicer. |
Notwithstanding any Sub-Servicing Agreement or the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable to the Trustee and the Certificateholders for the
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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 Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
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SECTION 3.05. |
No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee or Certificateholders. |
Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and the Master Servicer alone, and the NIMS Insurer, the Trustee 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 Master Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether the Master Servicer's compensation pursuant to this Agreement is sufficient to pay such fees.
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SECTION 3.06. |
Assumption or Termination of Sub-Servicing Agreements by Trustee. |
In the event the Master Servicer shall for any reason no longer be the servicer (including by reason of the occurrence of a Master Servicer Event of Termination), the Trustee shall thereupon assume all of the rights and obligations of the Master Servicer under each Sub-Servicing Agreement that the Master 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 Master Servicer's interest therein and to have replaced the departing Master 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 Master Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement that arose before it ceased to be the Master Servicer and (ii) neither the Trustee nor any successor Master Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the Master Servicer.
The Master 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 Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master
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Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).
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SECTION 3.07. |
Collection of Certain Mortgage Loan Payments. |
The Master 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, 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 Master 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 Master Servicer shall make timely Advances on such Mortgage Loan during such extension pursuant to Section 4.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangement.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master 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 Master 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 Master Servicer shall adhere to the Loss Mitigation Procedures and provided, further, that the NIMS Insurer's prior written consent 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. The Master Servicer's analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 and the Loss Mitigation Procedures shall be reflected in writing in the Mortgage File.
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SECTION 3.08. |
Sub-Servicing Accounts. |
In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the βSub-Servicing Accountβ). The Sub-Servicing Account shall be
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an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account. The Sub-Servicer shall deposit in the clearing account in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Sub-Servicer's receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than two Business Days after the receipt of such amounts. The Sub-Servicer shall thereafter deposit such proceeds in the Collection Account or remit such proceeds to the Master 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 Master Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.
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SECTION 3.09. |
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. |
The Master 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 Master 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 Master Servicer's receipt thereof, all Escrow Payments collected on account of the Mortgage Loans and shall thereafter deposit such Escrow Payments in the Servicing Accounts, in no event more than two Business Days after the 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 Master 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 Master 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 Master Servicer's obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article X. In the event the Master 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 Master 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 Master Servicer knows, or in the exercise of the required standard of care of the Master 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 Master Servicer receives
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notice of a tax lien with respect to the Mortgage being imposed, the Master 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 Master 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 Master 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.
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SECTION 3.10. |
Collection Account and Distribution Account. |
(a)Β Β Β Β Β Β Β Β Β Β On behalf of the Trust Fund, the Master 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 and the Certificateholders. On behalf of the Trust Fund, the Master 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 Master Servicer's receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the Master Servicer's 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:
(i)Β Β Β Β Β Β Β Β Β Β Β all payments on account of principal, including Principal Prepayments (but not Prepayment Charges), on the Mortgage Loans;
(ii)Β Β Β Β Β Β Β Β Β Β all payments on account of interest (net of the related Servicing Fee) on each Mortgage Loan;
(iii)Β Β Β Β Β Β Β 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);
(iv)Β Β Β Β Β Β Β 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;
(v)Β Β Β Β Β Β Β Β Β Β any amounts required to be deposited by the Master Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles;
(vi)Β Β Β Β Β Β Β Β Β all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03 or Section 10.01;
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(vii)Β Β Β Β Β Β Β all amounts required to be deposited in connection with Substitution Adjustments pursuant to Section 2.03; and
(viii)Β Β Β Β Β Β all Prepayment Charges collected by the Master Servicer and any Master Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans.
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 Master Servicer in the Collection Account and may be retained by the Master Servicer as additional compensation. In the event the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
(b)Β Β Β Β Β Β Β Β 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 and the Certificateholders. On behalf of the Trust Fund, the Master 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 Master 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 Master Servicer and Master Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans 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 Master 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 Master Servicer, the Trustee, the Originator or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto.
(c)Β Β Β Β Β Β Β Β 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 Master Servicer shall give notice to 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 NIMS Insurer, the Master Servicer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d)Β Β Β Β Β Β Β Β Β Β Funds held in the Collection Account at any time may be delivered by the Master Servicer to the Trustee for deposit in an account (which may be the Distribution Account
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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 Master 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 Master 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:
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(i) |
any Advances, as required pursuant to Section 4.04; |
(ii)Β Β Β Β Β Β Β Β Β Β any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;
(iii)Β Β Β Β Β Β Β Β Β any amounts to be paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 10.01;
(iv)Β Β Β Β Β Β Β Β Β any Compensating Interest to be deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfall; and
(v)Β Β Β Β Β Β Β Β 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.
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(e) |
[Reserved]. |
(f)Β Β Β Β Β Β Β Β Β Β The Master 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.
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SECTION 3.11. |
Withdrawals from the Collection Account and Distribution Account. |
(a)Β Β Β Β Β Β Β Β Β Β The Master Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.04:
(i)Β Β Β Β Β Β Β Β Β 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);
(ii)Β Β Β Β Β Β Β Β Β Β subject to Section 3.16(d), to reimburse the Master Servicer for (a) any unreimbursed Advances to the extent of amounts received which represent Late Collections (net of the related Servicing Fees) of Monthly Payments or Liquidation Proceeds and Insurance Proceeds on Mortgage Loans with respect to which such Advances were made in accordance with the provisions of Section 4.04; (b) any unreimbursed Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, including, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage
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Loan are insufficient to reimburse the Master Servicer for such unreimbursed Advances; or (c) subject to Section 4.04(b), any unreimbursed Advances to the extent of funds held in the Collection Account for future distribution that were not included in Available Funds for the preceding Distribution Date;
(iii)Β Β Β Β Β Β Β Β subject to Section 3.16(d), to pay the Master 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 Master Servicer or any Sub-Servicer for Servicing Advances;
(iv)Β Β Β Β Β Β Β Β Β to pay to the Master Servicer as servicing compensation (in addition to the Servicing Fee) on the Master Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;
(v)Β Β Β Β Β Β Β Β 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;
(vi)Β Β Β Β Β Β Β Β Β to reimburse the Master Servicer for any Advance or Servicing Advance previously made which the Master Servicer has determined to be a Nonrecoverable Advance in accordance with the provisions of Section 4.04;
(vii)Β Β Β Β Β Β Β to pay, or to reimburse the Master Servicer for Servicing Advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
(viii)Β Β Β Β Β Β to reimburse the Master Servicer for expenses incurred by or reimbursable to the Master Servicer pursuant to Section 6.03;
(ix)Β Β Β Β Β Β Β Β Β to reimburse the NIMS Insurer, the Master Servicer (if the Master 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;
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(x) |
to pay itself any Prepayment Interest Excess; and |
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(xi) |
to clear and terminate the Collection Account pursuant to Section 10.01. |
The foregoing requirements for withdrawal from the Collection Account shall be exclusive. In the event the Master Servicer shall deposit in the Collection Account any amount
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not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
The Master 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 Master Servicer shall provide written notification to the NIMS Insurer and the Trustee, on or prior to the next succeeding Master Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vi) above; provided that an Officers' Certificate in the form described under Section 4.04(d) shall suffice for such written notification to the Trustee in respect hereof.
(b)Β Β Β Β Β Β Β Β Β Β The Trustee shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:
(i)Β Β Β Β Β Β Β Β Β Β Β Β to make distributions to the Swap Account in accordance with Section 4.05;
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(ii) |
to make distributions in accordance with Section 4.01; |
(iii)Β Β Β Β Β Β Β Β Β Β to pay itself the Trustee Fee and any other amounts owed to it pursuant to Section 8.05;
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(iv) |
to pay any amounts in respect of taxes pursuant to Section 9.01(g); |
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(v) |
to clear and terminate the Distribution Account pursuant to Section 10.01; |
(vi)Β Β Β Β Β Β Β Β 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;
(vii)Β Β Β Β Β Β Β Β Β to pay to the Trustee, any interest or investment income earned on funds deposited in the Distribution Account; and
(viii)Β Β Β Β Β Β Β Β to pay to an Advancing Person reimbursements for Advances and/or Servicing Advances pursuant to Section 3.29; Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β
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SECTION 3.12. |
Investment of Funds in the Collection Account and the Distribution Account. |
(a)Β Β Β Β Β Β Β Β Β Β The Master 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
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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:
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(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 |
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(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. |
(b)Β Β Β Β Β Β Β Β 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 Master Servicer shall be for the benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.11 or Section 3.23, as applicable. The Master Servicer shall deposit in the Collection Account or any REO Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such account immediately upon realization of such loss.
(c)Β Β Β Β Β Β Β Β 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.
(d)Β Β Β Β Β Β Β Β 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 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.
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SECTION 3.13. |
[Reserved]. |
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SECTION 3.14. |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage. |
(a)Β Β Β Β Β Β Β Β Β Β The Master 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 Master 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 Master 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 Master 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 Master 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 Master Servicer in maintaining any such insurance 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. 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 Master Servicer will cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid Principal Balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of B:III or better in Best's Key Rating Guide (or such other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood and agreed that such policy may contain a deductible clause, in which case the Master 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
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Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.
(b)Β Β Β Β Β Β Β Β Β Β The Master 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 Master Servicer's obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall provide the Trustee and the NIMS Insurer, upon request, with copies of such insurance policies and fidelity bond. The Master 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 Master Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master 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 Master Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days' prior written notice to the Trustee and the NIMS Insurer. The Master 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.
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SECTION 3.15. |
Enforcement of Due-On-Sale Clauses; Assumption Agreements. |
The Master 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 Master Servicer shall not be required to take such action if in its sole business judgment the Master 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 Master 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 Master 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 Master 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 Master Servicer and has a credit risk rating at least equal to that of the original Mortgagor. In connection with any assumption or substitution, the Master 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 Master Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the
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circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Master Servicer in respect of an assumption, modification or substitution of liability agreement shall be retained by the Master 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 Master 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.
Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Master 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 Master 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.
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SECTION 3.16. |
Realization Upon Defaulted Mortgage Loans. |
(a)Β Β Β Β Β Β Β Β Β Β The Master 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 Master 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 Master 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 Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses.
(b)Β Β Β Β Β Β Β Β 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 Master 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 Master 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 or the Certificateholders 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 Master Servicer has also previously
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determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:
(1)Β Β Β Β Β Β Β Β Β 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
(2)Β Β Β Β Β Β Β Β Β 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.
Notwithstanding the foregoing, if such environmental audit reveals, or if the Master Servicer has actual knowledge or notice, that such Mortgaged Property contains such wastes or substances, the Master Servicer shall not foreclose or accept a deed in lieu of foreclosure without the prior written consent of the NIMS Insurer.
The cost of the environmental audit report contemplated by this Section 3.16 shall be advanced by the Master Servicer, subject to the Master Servicer's 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.
If the Master 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 Master 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 Master 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 Master Servicer, subject to the Master Servicer's 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.
(c)Β Β Β Β Β Β Β Β Β Β (i)Β Β Β Β Β Β Β Β Β Β The NIMS Insurer may, at its option, purchase a Mortgage Loan which has become 90 or more days delinquent or for which the Master Servicer has accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(c)(i), the Master Servicer shall be required to continue to make Advances pursuant to Section 4.04. The NIMS Insurer shall not use any procedure in selecting Mortgage Loans to be repurchased which is materially adverse to the interests of the Certificateholders. 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
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by remittance to the Master 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 NIMS Insurer to the extent necessary, including the prompt delivery of all documentation to the NIMS Insurer.
(ii)Β Β Β Β Β Β Β Β Β Β If the Master Servicer Optional Purchase Delinquency Trigger has been met, the Master Servicer may, at its option, purchase a Mortgage Loan which has become 90 or more days delinquent or for which the Master Servicer has accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(c)(ii), the Master Servicer shall be required to continue to make Advances pursuant to Section 4.04. The Master 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 Master Servicer to the extent necessary, including the prompt delivery of all documentation to the Master Servicer.
Notwithstanding the foregoing: (A) the Master 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 Master Servicer Optional Purchase Delinquency Trigger would not be met; (B) if the Master 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 Master 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 Master 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 from and after the taking of such action by the Master Servicer, the provisions of this Section 3.16(c)(ii) shall no longer be of any force or effect.
(d)Β Β Β Β Β Β Β Β 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 Master 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 Master Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).
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SECTION 3.17. |
Trustee to Cooperate; Release of Mortgage Files. |
(a)Β Β Β Β Β Β Β Β Β Β Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer shall deliver to the Trustee, in written (with two executed
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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 Master Servicer, the related Mortgage File to the Master Servicer. The Trustee agrees to indemnify the Master 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 Master Servicer as a proximate result of the Trustee's 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.
(b)Β Β Β Β Β Β Β Β 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 Master 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 Master Servicer within three Business Days, and the Trustee shall, at the direction of the Master Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Mortgage File to the Trustee when the need therefor by the Master 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 Master 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, the Master Servicer shall provide notice to the Trustee 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 Master Servicer or its designee.
(c)Β Β Β Β Β Β Β Β Β Β Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer or the Sub-Servicer, as the case may be, copies of, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings
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or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale.
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SECTION 3.18. |
Servicing Compensation. |
As compensation for the activities of the Master Servicer hereunder, the Master 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 Master 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 Master Servicer's responsibilities and obligations under this Agreement; provided, however, that the Master Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02.
Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges, ancillary income or otherwise (other than Prepayment Charges) shall be retained by the Master Servicer only to the extent such fees or charges are received by the Master Servicer. The Master 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 Master Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.
The Master Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).
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SECTION 3.19. |
Reports to the Trustee; Collection Account Statements. |
Not later than twenty days after each Distribution Date, the Master Servicer shall forward to 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 Master Servicer to the Trustee.
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SECTION 3.20. |
Statement as to Compliance. |
The Master Servicer will deliver to the Trustee, the NIMS Insurer and the Depositor not later than March 10th, commencing in 2006, an Officers' Certificate substantially in
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the form of Exhibit S attached hereto stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Copies of any 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 Master Servicer to the Trustee.
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SECTION 3.21. |
Independent Public Accountants' Servicing Report. |
Not later than March 10th, commencing in 2006, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Master Servicer a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. Immediately upon receipt of such report, the Master Servicer shall furnish a copy of such report to the Trustee, the NIMS Insurer and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.
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SECTION 3.22. |
Access to Certain Documentation; Filing of Reports by Trustee. |
(a)Β Β Β Β Β Β Β Β Β Β The Master 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 Master 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 NIMS Insurer and to any Person identified to the Master Servicer as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of the Master Servicer designated by it at the expense of the Person requesting such access.
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(b)Β Β Β Β Β Β Β Β Β Β The Trustee shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the βExchange Actβ). The Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust.
(c)Β Β Β Β Β Β Β Β Β Β Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 30th of each year, commencing in 2006 (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit R-1 (the βCertificationβ), which shall be signed by the senior officer of the Depositor in charge of securitization.
The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, 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 third party claims relating to information included in any Form 10-K provided by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Certification, the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21 which are included in such Form 10-K.
(d)Β Β Β Β Β Β Β Β Β Β In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Certification to the Trustee for filing no later
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than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day).
In addition, 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 a breach of the Trustee's obligations under this Section 3.22(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Trustee, in connection with a breach of the Trustee's obligations under this Section 3.22(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other.
(e)Β Β Β Β Β Β Β Β Β Β Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
(f)Β Β Β Β Β Β Β Β Β Β Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust.
(g)Β Β Β Β Β Β Β Β Β Β To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 3.22(b) comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of this Section 3.22(b) in order to comply with such amended reporting requirements and such amendment of this Section 3.22(b). Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement.
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SECTION 3.23. |
Title, Management and Disposition of REO Property. |
(a)Β Β Β Β Β Β Β Β 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. The Master Servicer, on behalf of REMIC 1, 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 Master Servicer shall have delivered to the Trustee and the NIMS Insurer an Opinion of Counsel acceptable to the NIMS Insurer and addressed to the Trustee, 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
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of the REMICs created hereunder to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Master 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.
(b)Β Β Β Β Β Β Β Β Β Β The Master 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 (the βREO Accountβ), which shall be an Eligible Account. The Master Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Master Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account.
(c)Β Β Β Β Β Β Β Β Β Β The Master 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 Master Servicer manages and operates similar property owned by the Master 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 Master Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Master 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 Master Servicer's receipt thereof, and shall thereafter deposit in the REO Account, in no event more than two Business Days after the Master Servicer's receipt thereof, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation:
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(i) |
all insurance premiums due and payable in respect of such REO Property; |
(ii)Β Β Β Β Β Β Β Β Β 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
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(iii) |
all costs and expenses necessary to maintain such REO Property. |
To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Master Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Master Servicer would make such advances if the Master Servicer owned the REO Property and if in the Master Servicer's judgment, the payment of such amounts will be recoverable from the rental or sale of the REO Property.
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Notwithstanding the foregoing, neither the Master Servicer nor the Trustee shall:
(A)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β 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;
(B)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;
(C)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β 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
(D)Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β Β 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;
unless, in any such case, the Master Servicer has obtained an Opinion of Counsel, provided to the Trustee 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 Master Servicer may take such actions as are specified in such Opinion of Counsel.
The Master Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that:
(1)Β Β Β Β Β Β Β Β Β Β the terms and conditions of any such contract shall not be inconsistent herewith;
(2)Β Β Β Β Β Β Β Β Β 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 Master Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;
(3)Β Β Β Β Β Β Β Β Β 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 Master Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and
(4)Β Β Β Β Β Β Β Β Β Β the Master Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.
The Master Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder
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for indemnification of the Master Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Master Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay such fees; provided, however, that to the extent that any payments made by such Independent Contractor would constitute Servicing Advances if made by the Master Servicer, such amounts shall be reimbursable as Servicing Advances made by the Master Servicer.
(d)Β Β Β Β Β Β Β Β Β Β In addition to the withdrawals permitted under Section 3.23(c), the Master 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 Master Servicer Remittance Date, the Master 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).
(e)Β Β Β Β Β Β Β Β Β Β Subject to the time constraints set forth in Section 3.23(a), each REO Disposition shall be carried out by the Master Servicer in a manner, at such price and upon such terms and conditions as shall be in conformity with the requirements of the Loss Mitigation Procedures and as shall be normal and usual in its Servicing Standard.
(f)Β Β Β Β Β Β Β Β 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 Master 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 Master Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).
(g)Β Β Β Β Β Β Β Β Β Β The Master 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.
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SECTION 3.24. |
Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls. |
Not later than 1:00 p.m. New York time on each Master Servicer Remittance Date, the Master 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 Master Servicer
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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 Master Servicer shall not be obligated to pay Compensating Interest with respect to Relief Act Interest Shortfalls.
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SECTION 3.25. |
[Reserved] |
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SECTION 3.26. |
Obligations of the Master Servicer in Respect of Mortgage Rates and Monthly Payments. |
In the event that a shortfall in any collection on or liability with respect to the Mortgage Loans in the aggregate results from or is attributable to adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by the Master Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Master 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 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 Master Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law.
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SECTION 3.27. |
Solicitations. |
From and after the Closing Date, the Master 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 Master Servicer's behalf, to personally, by telephone, mail or electronic mail, solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Master Servicer may solicit any Mortgagor for whom the Master 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 Master 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 Master Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Furthermore, the Master Servicer shall be permitted to include in its monthly statements to borrowers or otherwise, statements regarding the availability of the Master Servicer's counseling services with respect to refinancing mortgage loans.
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SECTION 3.28. |
Net WAC Rate Carryover Reserve Account. |
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
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Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5β which shall be an Eligible Account.
On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine 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 the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(d).
On or after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A and Mezzanine 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 and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trustee.
For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account and 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 and the Mezzanine 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 or the Mezzanine 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).
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.
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
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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.
For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine 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.
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SECTION 3.29. |
Advancing Facility. |
(a)Β Β Β Β Β Β Β Β Β Β The Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case, with the consent of the NIMS Insurer and the Master 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 Master Servicer's obligation to fund such Advances and/or Servicing Advances. If the Master 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 Master Servicer, and include the Master Servicer's 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 Person's notice provided pursuant to this Section 3.29. An Advancing Person whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Master 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, then the NIMS Insurer shall not withhold its consent to the Trust Fund's entering such facility.
(b)Β Β Β Β Β Β Β Β Β Β If an Advancing Facility is entered into, then the Master 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 Master 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 Master Servicer would have been permitted to
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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 Master 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.
(c)Β Β Β Β Β Β Β Β 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.
(d)Β Β Β Β Β Β Β Β 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 master servicer, may be entered into by the Trustee and the Master Servicer without the consent of any Certificateholder but with the consent of the NIMS Insurer, notwithstanding anything to the contrary in this Agreement.
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ARTICLE IV
FLOW OF FUNDS
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SECTION 4.01. |
Distributions. |
(a)Β Β Β Β Β Β Β Β Β Β (I)Β Β Β Β Β Β Β Β 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 I Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group I Interest Remittance Amount remaining for such Distribution Date:
(i)Β Β Β Β Β Β Β Β Β Β Β to the Holders of the Class A-1 Certificates, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, for the Class A-1 Certificates for such Distribution Date; and
(ii)Β Β Β Β Β Β Β Β Β Β concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(a)(II)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group II Interest Remittance Amount.
(II)Β Β Β Β Β Β Β Β 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:
(i)Β Β Β Β Β Β Β Β Β Β Β concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, allocable to such Certificates for such Distribution Date; and
(ii)Β Β Β Β Β Β Β Β Β Β to the Holders of the Class A-1 Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(a)(I)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to such section from the Group I Interest Remittance Amount.
(III)Β Β Β Β Β Β Β On each Distribution Date, following the distributions made pursuant to Section 4.01(a)(I) and (II) above, the sum of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount remaining undistributed for such Distribution Date, will be distributed sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in an amount equal to the Monthly Interest Distributable Amount allocable to each such Class of Certificates.
(b)Β Β Β Β Β Β Β Β Β Β (I)Β Β Β Β Β Β Β Β 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 I Principal Distribution Amount shall be made in the following amounts and order of priority:
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(i)Β Β Β Β Β Β Β Β Β Β Β first, to the Holders of the Class A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero;
(ii)Β Β Β Β Β Β Β Β Β Β second, after taking into account the amount distributed to the Holders of the Group II Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution Date, to the Holders of the Group II Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero.
(II)Β Β Β Β Β Β Β Β 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 of priority:
(i)Β Β Β Β Β Β Β Β Β Β Β first, to the Holders of the Group II Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero;
(ii)Β Β Β Β Β Β Β Β Β Β second, after taking into account the amount distributed to the Holders of the Class A-1 Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution Date, to the Holders of the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero.
(III)Β Β Β Β Β Β 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 sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be made sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in each case, until the Certificate Principal Balance of each such Class has been reduced to zero.
(c)Β Β Β Β Β Β Β Β Β Β (I)Β Β Β Β Β Β Β Β 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 I Principal Distribution Amount shall be made in the following amounts and order of priority:
(i)Β Β Β Β Β Β Β Β Β Β Β first, to the Holders of the Class A-1 Certificates, the Group I Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero;
(ii)Β Β Β Β Β Β Β Β Β Β second, to the Holders of the Group II Certificates (allocated as described below), an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(c)(II)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to Section 4.01(c)(II)(i) below from the Group II Principal Distribution Amount on such Distribution Date.
(II)Β Β Β Β Β Β Β Β 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 of priority:
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(i)Β Β Β Β Β Β Β Β Β Β Β first, to the Holders of the Group II Certificates (allocated as described below), the Group II Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero;
(ii)Β Β Β Β Β Β Β Β Β Β second, to the Holders of the Class A-1 Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(c)(I)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to Section 4.01(c)(I)(i) above from the Group I Principal Distribution Amount on such Distribution Date.
(III)Β Β Β Β Β Β 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 sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be made in the following amounts and order of priority:
(i)Β Β Β Β Β Β Β Β Β Β Β first, to the Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(ii)Β Β Β Β Β Β Β Β Β Β second, to the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(iii)Β Β Β Β Β Β Β Β Β third, to the Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(iv)Β Β Β Β Β Β Β Β Β fourth, to the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(v)Β Β Β Β Β Β Β Β Β Β fifth, to the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(vi)Β Β Β Β Β Β Β Β Β sixth, to the Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(vii)Β Β Β Β Β Β Β Β seventh, to the Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(viii)Β Β Β Β Β Β Β eighth, to the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
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(ix)Β Β Β Β Β Β Β Β Β ninth, to the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(x)Β Β Β Β Β Β Β Β Β Β tenth, to the Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and
(xi)Β Β Β Β Β Β Β Β Β eleventh, to the Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero.
With respect to the Group II Certificates, all principal distributions will be distributed sequentially to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balance of each such Class of Certificates has been reduced to zero; provided, however, on any Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero, all principal distributions will be distributed concurrently to each Class of the Group II Certificates pro rata based on the Certificate Principal Balance of each such Class.
(d)Β Β Β Β Β Β Β Β Β Β On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows:
(i)Β Β Β Β Β Β Β Β Β Β Β to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Group I Principal Distribution Amount and/or the Group II Principal Distribution Amount as described under Section 4.01(b) and Section 4.01(c) above;
(ii)Β Β Β Β Β Β Β Β Β Β sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in each case, first up to the Unpaid Interest Shortfall Amount for each such Class and second up to the Allocated Realized Loss Amount, for each such Class;
(iii)Β Β Β Β Β Β Β Β Β Β to the Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover Amounts on the Class A and Mezzanine Certificates for such Distribution Date;
(iv)Β Β Β Β Β Β Β Β Β Β to the Swap Provider, any Swap Termination Payments resulting from a Swap Provider Trigger Event;
(v)Β Β Β Β Β Β Β Β Β 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 and the Mezzanine 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;
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(vi)Β Β Β Β Β Β 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
(vii)Β Β Β Β Β Β Β any remaining amounts to the Holders of the Residual Certificates (in respect of the appropriate Class R Interest).
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 amount in the following order of priority:
(i)Β Β Β Β Β Β Β Β Β Β Β concurrently, to each Class of Class A Certificates, pro rata based on the related Net WAC Rate Carryover Amount for each such Class; and
(ii)Β Β Β Β Β Β Β Β Β Β sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Rate Carryover Amount.
On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Master Servicer Prepayment Charge Amounts paid by the Master 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.
(e)Β Β Β Β Β Β Β Β Β 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:
(i)Β Β Β Β Β Β Β Β 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;
(ii)Β Β Β Β Β Β Β 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;
(iii) Β Β Β Β Β Β concurrently, to each Class of Class A Certificates, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount remaining undistributed after the distributions of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount, on a pro rata basis based on such respective remaining Monthly Interest Distributable Amount;
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(iv)Β Β Β Β Β Β Β sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount, to the extent remaining undistributed after the distributions of the Group I Interest Remittance Amount, the Group II Interest Remittance Amount and the Net Monthly Excess Cashflow;
(v) Β Β Β Β Β Β Β to the Holders of 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;
(vi) Β Β Β Β Β Β Β sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in each case up to the related Allocated Realized Loss Amount related to such Certificates for such Distribution Date remaining undistributed after distribution of the Net Monthly Excess Cashflow;
(vii) Β Β Β Β Β concurrently, to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount remaining unpaid after distributions from the Net WAC Rate Carryover Reserve Account, on a pro rata basis based on such respective remaining Net WAC Rate Carryover Amounts; and
(viii) Β Β Β Β Β sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Rate Carryover Amount remaining unpaid after distributions from the Net WAC Rate Carryover Reserve Account;
(f)Β Β Β Β Β Β Β Β 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.
(g)Β Β Β Β Β Β Β Β 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 Master Servicer or the Originator shall have any responsibility therefor except as otherwise provided by applicable law.
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(h)Β Β Β Β Β Β Β Β 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 Date will be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08. An amount equal to the amount of any remaining Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08, and so on. Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.
(i)Β Β Β Β Β Β Β Β Β 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.
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SECTION 4.02. |
[Reserved]. |
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SECTION 4.03. |
Statements. |
(a)Β Β Β Β Β Β Β Β Β Β On each Distribution Date, based, as applicable, on information provided to it by the Master Servicer, the Trustee shall prepare and make available to each Holder of the Regular Certificates, the Swap Provider and the NIMS Insurer, the Master Servicer and the Rating Agencies, a statement as to the distributions made on such Distribution Date:
(i)Β Β Β Β Β Β Β Β Β 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 Master Servicer Prepayment Charge Payment Amounts;
(ii)Β Β Β Β Β Β Β Β 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;
(iii)Β Β Β Β Β Β Β Β Β 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;
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(iv)Β Β Β Β Β Β Β Β Β the aggregate amount of servicing compensation received by the Master Servicer with respect to the related Due Period and such other customary information as the Trustee deems necessary or desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;
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(v) |
the aggregate amount of Advances for the related Due Period; |
(vi)Β Β Β Β Β Β Β Β Β the aggregate amount of interest and scheduled principal received or advanced by the Master Servicer with respect to the related Due Period;
(vii)Β Β Β Β Β Β 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;
(viii)Β Β Β Β Β 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;
(ix)Β Β Β Β Β Β Β Β Β Β the number and aggregate unpaid principal balance of Mortgage Loans that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings have been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the Close of Business on the last day of the calendar month preceding such Distribution Date and (D) REO Properties;
(x)Β Β Β Β Β Β Β Β 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;
(xi)Β Β Β Β Β Β Β 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;
(xii)Β Β Β Β Β Β 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;
(xiii)Β Β Β Β Β Β Β the aggregate amount of Realized Losses incurred during the related Prepayment Period and the cumulative amount of Realized Losses;
(xiv)Β Β Β Β Β Β Β the aggregate amount of extraordinary Trust Fund expenses withdrawn from the Collection Account for such Distribution Date;
(xv)Β Β Β Β Β Β Β Β the Certificate Principal Balance of each Class of Class A Certificates, each class of Mezzanine Certificates and the Class C Certificates, after giving effect to the distributions made on such Distribution Date;
(xvi)Β Β Β Β Β Β Β the Monthly Interest Distributable Amount in respect of each Class of Class A Certificates, each class of Mezzanine Certificates and the Class C Certificates for
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such Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect to the Class A Certificates, the Mezzanine Certificates and the Class C Certificates for such Distribution Date;
(xvii)Β Β Β Β Β Β Β the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Master Servicer pursuant to Section 3.26;
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(xviii) |
the Senior Credit Enhancement Percentage for such Distribution Date; |
(xix)Β Β Β Β Β Β Β Β Β the Net WAC Rate Carryover Amount for each class of Class A Certificates and each class of Mezzanine Certificates, if any, for such Distribution Date and the amount remaining unpaid after reimbursements therefor on such Distribution Date;
(xx)Β Β Β Β Β Β Β Β Β 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;
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(xxi) |
when the Stepdown Date or a Trigger Event is in effect; | |
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(xxii) |
the Available Funds; |
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(xxiii)Β Β Β Β Β Β Β the respective Pass-Through Rates applicable to each Class of Class A Certificates, each Class of Mezzanine Certificates and the Class C Certificates for such Distribution Date and the Pass-Through Rate applicable to each Class of Class A Certificates and each class of Mezzanine Certificates for the immediately succeeding Distribution Date;
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(xxiv) |
[reserved]; |
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(xxv) |
[reserved]; |
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Β |
(xxvi) |
the amount on deposit Net WAC Rate Carryover Reserve Account; and | |
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(xxvii) |
[reserved]. |
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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 NIMS Insurer and the Rating Agencies via the Trustee's internet website. The Trustee's internet website shall initially be located at βxxx.xxxxxxx.xxxβ. Assistance in using the website can be obtained by calling the Trustee's customer service desk at (000) 000-0000. Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class mail by calling the 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 Trustee's 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
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entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the distribution date statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party thereto).
In the case of information furnished pursuant to subclauses (i) through (iii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-off Date.
(b)Β Β Β Β Β Β Β Β Β Β Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon written request, furnish to 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.
(c)Β Β Β Β Β Β Β Β Β Β On each Distribution Date, the Trustee shall forward to 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.
(d)Β Β Β Β Β Β Β Β Β Β Within a reasonable period of time after the end of each calendar year, the Trustee shall deliver to 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.
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SECTION 4.04. |
Remittance Reports; Advances. |
(a)Β Β Β Β Β Β Β Β 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 Master Servicer shall deliver to the Trustee by telecopy or electronic mail (or by such other means as the Master Servicer and the Trustee may agree from time to time) a Remittance Report 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 Master 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
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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 Master Servicer.
(b)Β Β Β Β Β Β Β Β Β Β The amount of Advances to be made by the Master Servicer for any Distribution Date shall equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of Monthly Payments (net of the related Servicing Fee), due during the related Due Period in respect of the Mortgage Loans, which Monthly Payments were delinquent on a contractual basis as of the Close of Business on the related Determination Date and (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Due Period and as to which REO Property an REO Disposition did not occur during the related Due Period, an amount equal to the excess, if any, of the REO Imputed Interest on such REO Property for the most recently ended calendar month, over the net income from such REO Property transferred to the Distribution Account pursuant to Section 3.23 for distribution on such Distribution Date.
(c)Β Β Β Β Β Β Β Β Β Β On or before 1:00 p.m. New York time on the Master Servicer Remittance Date, the Master 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 Master 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 Master Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held for future distribution used by the Master Servicer to make an Advance as permitted in the preceding sentence or withdrawn by the Master Servicer as permitted in Section 3.11(a)(ii) in reimbursement of Advances previously made shall be appropriately reflected in the Master Servicer's records and replaced by the Master Servicer by deposit in the Collection Account on or before any future Master 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 Master 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 NIMS Insurer and the Master Servicer by telecopy by the Close of Business on any Master Servicer Remittance Date in the event that the amount remitted by the Master Servicer to the Trustee on such date is less than the Advances required to be made by the Master Servicer for the related Distribution Date, as set forth in the related Remittance Report.
(d)Β Β Β Β Β Β Β Β Β Β The obligation of the Master 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.
(e)Β Β Β Β Β Β Β Β Β Β Notwithstanding anything herein to the contrary, no Advance or Servicing Advance shall be required to be made hereunder by the Master Servicer if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance. The determination by
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the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the Master Servicer delivered to the NIMS Insurer, the Depositor and the Trustee.
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SECTION 4.05. |
Swap Account. |
(a)Β Β Β Β Β Β Β Β 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, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the 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 2005-5, Asset-Backed Certificates, Series 2005-5.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.
(b)Β Β Β Β Β Β Β Β 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 Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with Section 4.01(e) 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 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).
(c)Β Β Β Β Β Β Β Β Β Β For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class C Certificates.
(d)Β Β Β Β Β Β Β Β 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.
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(e)Β Β Β Β Β Β Β Β Β Β The Trustee shall treat the Holders of Certificates (other than the Class P, Class C and Class R 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 and Class R 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 and Class R 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 and Class R 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 and Class R 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.
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SECTION 4.06. |
Distributions on the REMIC Regular Interests. |
(a)Β Β Β Β Β Β Β Β Β On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts to be distributed to REMIC 1 on account of the Mortgage Loans 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:
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(i) |
to Holders of REMIC 1 Regular Interest I and each of REMIC 1 Regular Interest I-1-A through I-45-B, pro rata, in an amount equal to (A) 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; |
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(ii) |
to the extent of amounts remaining after the distributions made pursuant to clause (A) above, payments of principal shall be allocated as follows: first, to REMIC 1 Regular Interest I, then to REMIC 1 Regular interests I-1-A through I-45-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest is reduced to zero, provided that, for REMIC 1 Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC 1 Regular Interests; and |
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Β
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(iii) |
to the Holders of REMIC 1 Regular Interest P, on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges. |
(b)Β Β Β Β Β Β Β Β Β Β On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts to be distributed to REMIC 2 on account of the Mortgage Loans or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-2 Interest), as the case may be:
(i)Β Β Β Β Β Β Β Β Β Β Β to the Holders of REMIC 2 Regular Interest LT-IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates
(ii)Β Β Β Β Β Β Β Β Β Β first, to Holders of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular Interest LTP, pro rata, in an amount equal to (A) the Uncertificated Accrued 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 Overcollateralized Amount is less than the REMIC 2 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum LTZZ Uncertificated Interest Deferral Amount and such amount shall be payable to the Holders of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest LTM11 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC 2 Regular Interest LTZZ shall be increased by such amount;
(iii)Β Β Β Β Β Β Β Β to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder of the REMIC 2 Marker Allocation Percentage of Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:
(a)Β Β Β Β Β Β Β Β 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 REMIC 2 Regular Interest LTP shall not be reduced until the Distribution Date immediately
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following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 2 Regular Interest LT2P, until $100 has been distributed pursuant to this clause;
(b)Β Β Β Β Β Β Β Β Β Β 2.00% of such remainder (other than amounts payable under clause (c) below), first, to the Holders of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest LTM11, 1.00% of and, 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, 1.00% of such remainder, until the Uncertificated Balance of such REMIC 2 Regular Interest is reduced to zero; and
(c)Β Β Β Β Β Β Β Β Β Β any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-2 Interest);
provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Overcollateralization Reduction 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 immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 2 Regular Interest LTP, until $100 has been distributed pursuant to this clause; and
(iv)Β Β Β Β Β Β Β Β Β Notwithstanding the distributions described in this Section 4.07, distribution of funds shall be made only in accordance with Section 4.01.
On each Distribution Date, 100% of the amounts distributed on REMIC 2 Regular Interest LT-IO 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 4 in respect of REMIC 4 Regular Interest Swap IO. Such amounts shall be deemed distributed by REMIC 4 to the Swap Administrator for deposit into the Swap Account.
On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC 2 to the Holders of REMIC 2 Regular Interest LTP. The payment of the foregoing amounts to the Holders of REMIC 2 Regular Interest LTP shall not reduce the Uncertificated Principal Balance thereof.
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SECTION 4.07. |
Allocation of Realized Losses. |
(a)Β Β Β Β Β Β Β Β 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 Net Swap Payment received under the Interest Rate Swap Agreement after payment of Section 4.01(e)(i) through (iv); third, to the Class C Certificates (determined for purposes of this section 4.08 as the amount by which (A) the aggregate Uncertificated Balance of the REMIC 1 Regular Interests immediately preceding such Distribution Date exceed (B) the aggregate Certificate Principal Balances of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates immediately preceding such Distribution Date), until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-11 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-10 Certificates, sixth, to the Class M-9 Certificates, seventh, to the Class M-8 Certificates, eighth, to the Class M-7 Certificates, ninth, to the Class M-6 Certificates, tenth, to the Class M-5 Certificates, eleventh, to the Class M-4 Certificates, twelfth, to the Class M-3 Certificates, thirteenth, to the Class M-2 Certificates and fourteenth, to the Class M-1 Certificates until their Certificate Principal Balances are reduced to zero. All Realized Losses to be allocated to the Certificate Principal Balances of all Classes on any Distribution Date shall be so allocated after the actual distributions to be made on such date as provided above. All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses, in each case to be allocated to such Class of Certificates, on such Distribution Date.
Any allocation of Realized Losses to a Mezzanine Certificate on any Distribution Date shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated; any allocation of Realized Losses to a Class C Certificate shall be made by reducing the amount otherwise payable in respect thereof pursuant to Section 4.01(d)(v). No allocations of any Realized Losses shall be made to the Certificate Principal Balances of the Class A Certificates or the Class P Certificates.
(b)Β Β Β Β Β Β Β Β Β Β With respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage Loans shall be allocated by the Securities Administrator on each Distribution Date first, to REMIC 1 Regular Interest I until the Uncertificated Principal Balance of such REMIC 1 Regular Interest has been reduced to zero and second, to REMIC 1 Regular Interest I-1-A through REMIC 1 Regular Interest I-45-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.
(c)Β Β Β Β Β Β Β Β Β Β All Realized Losses on the Mortgage Loans shall be allocated by the Trustee 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; second, to the Uncertificated Principal Balances of the REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Principal Balances of
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REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest LTZZ, 98%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM11 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest LTZZ, 98%, 1.00%, and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM10 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular Interest LTZZ, 98%, 1.00%, and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM9 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTZZ, 98%, 1.00%, and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM8 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM7 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM7 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM6 has been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM5 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM5 has been reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM4 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM4 has been reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM3 has been reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM2 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM2 has been reduced to zero; thirteenth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM1 has been reduced to zero.
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SECTION 4.08. |
Tax Treatment of Swap Payments and Swap Termination Payments |
For federal income tax purposes, each holder of a Class A or Mezzanine Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Basis Risk Shortfall Reserve Fund or the Supplemental Interest Trust in respect of any Basis Risk Shortfall Carry-Forward 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 Class A and Mezzanine Certificates as
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follows: each Class A and Mezzanine Certificate will be treated as receiving their entire payment from REMIC 3 (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 Class A or Mezzanine Certificate. Resecuritization of any Class A or Mezzanine Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.
The REMIC regular interest corresponding to a Class A or Mezzanine 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 Class A or Mezzanine Certificate may exceed the actual amount of distributions on the Class A or Mezzanine Certificate.
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SECTION 4.09. |
[Reserved] |
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ARTICLE V
THE CERTIFICATES
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SECTION 5.01. |
The Certificates. |
Each of the Class A Certificates, the Mezzanine 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 and the Mezzanine Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess thereof, except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance or Notional Amount of such Class on the Closing Date. The Class P Certificates, the Class C Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued and outstanding at any one time.
The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the 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 and the Mezzanine Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Book-Entry Certificates.
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SECTION 5.02. |
Registration of Transfer and Exchange of Certificates. |
(a)Β Β Β Β Β Β Β Β 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.
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
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the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the 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 three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Class R-3 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-4 Interest, the Class R-5 Interest and the Class R-6 Interest, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.
(b)Β Β Β Β Β Β Β Β 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.
All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a Letter of Representations with the Depository or take such other action as
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may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such Letter of Representation and this Agreement, the terms of this Agreement shall control.
(c)Β Β Β Β Β Β Β Β 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 Master Servicer Event of Termination, the Certificate Owners of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advise the 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 Depositor's expense, in the case of (ii) above, or the Master Servicer's 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 Master Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(d)Β Β Β Β Β Β Β Β Β Β No transfer, sale, pledge or other disposition of any Class M-11 and Class C Certificate, Class P Certificate 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 Master 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
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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.
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.
(e)Β Β Β Β Β Β Β Β Β Β No transfer of a Residual, Class C or P Certificate or any interest therein shall be made to any 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 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 Master 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 Master 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 Master Servicer, 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 βPlan Assetsβ of a Plan. 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.
For so long as the Supplemental Interest Trust is in existence, each beneficial owner of an Offered 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 is an accredited investor within the meaning of Prohibited Transaction
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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) 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), 95-60 (for transactions by insurance company general accounts) or 96-23 (for transactions effected by βin-house asset managersβ).
Subsequent to the termination of the Supplemental Interest Trust, each beneficial owner of a Mezzanine Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a trustee or other Person acting on behalf of a Plan or using βplan assetsβ of a Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute βplan assetsβ), (ii) it has acquired and is holding such certificate in reliance on the Exemption, and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than βBBB-β(or its equivalent) by S&P, Fitch or Xxxxxβx, and the certificate is so rated or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an βinsurance company general account,β as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
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 paragraph shall indemnify and hold harmless the Depositor, the Master Servicer, the Trustee, 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.
Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:
(i)Β Β Β Β Β Β Β Β Β 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.
(ii)Β Β Β Β Β Β Β Β Β Β No Person shall acquire an Ownership Interest in a Residual Certificate unless such Ownership Interest is a pro rata undivided interest.
(iii)Β Β Β Β Β Β 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:
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(A)Β Β Β Β Β Β Β Β 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
(B)Β Β Β Β Β Β Β Β 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.
(iv)Β Β Β Β Β Β 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.
(v)Β Β Β Β Β Β Β Β 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.
(vi)Β Β Β Β Β Β Β 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
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Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations.
The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee and the NIMS Insurer, in form and substance satisfactory to the Trustee 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.
(f)Β Β Β Β Β Β Β Β 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.
All Certificates surrendered for registration of transfer or exchange shall be canceled by the Certificate Registrar and disposed of pursuant to its standard procedures.
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SECTION 5.03. |
Mutilated, Destroyed, Lost or Stolen Certificates. |
If (i) any mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (ii) there is delivered to the Trustee, the Depositor, the 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.
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SECTION 5.04. |
Persons Deemed Owners. |
The Master Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
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SECTION 5.05. |
Appointment of Paying Agent. |
(a)Β Β Β Β Β Β Β Β 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 and the NIMS Insurer.
(b)Β Β Β Β Β Β Β Β 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.
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ARTICLE VI
THE MASTER SERVICER AND THE DEPOSITOR
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SECTION 6.01. |
Liability of the Master Servicer and the Depositor. |
The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by Master Servicer herein. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor.
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SECTION 6.02. |
Merger or Consolidation of, or Assumption of the Obligations of, the Master Servicer or the Depositor. |
Any entity into which the Master Servicer or Depositor may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Master Servicer or the Depositor shall be a party, or any corporation succeeding to the business of the Master Servicer or the Depositor, shall be the successor of the Master Servicer or the Depositor, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor Master Servicer shall satisfy all the requirements of Section 7.02 with respect to the qualifications of a successor Master Servicer.
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SECTION 6.03. |
Limitation on Liability of the Master Servicer and Others. |
Neither the Master Servicer or the Depositor nor any of the directors or officers or employees or agents of the Master Servicer or the Depositor shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Master Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Master Servicer, the Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Master Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Master Servicer or the Depositor, as the case may be, hereunder; provided, further, that this provision shall not be construed to entitle the Master Servicer to indemnity in the event that amounts advanced by the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of related liquidation expenses) realized with respect to the related Mortgage Loan. The preceding sentence shall not limit the obligations of the Master Servicer pursuant to Section 8.05. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer and the Depositor, and any director or officer or employee or agent of the Master Servicer or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence in the performance of duties hereunder
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or by reason of its reckless disregard of obligations and duties hereunder. The Master Servicer or the Depositor may undertake any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Master Servicer acts 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 Master Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Master Servicer's right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Master Servicer solely in its capacity as Master Servicer hereunder and in no other capacities. Without limiting the foregoing, the Master Servicer shall undertake to defend any claims against the Trust Fund, the Trustee and/or itself initiated by a Borrower or otherwise related to the servicing of any Mortgage Loan.
The Master Servicer (except the Trustee if it is required to succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the Depositor, 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 NIMS Insurer and any Certificateholder may sustain in any way related to the failure of the Master Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Master Servicer shall immediately notify the Trustee, the Depositor, 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 Master 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 Master Servicer, the Trustee, the Depositor, 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.
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SECTION 6.04. |
Master Servicer Not to Resign. |
Subject to the provisions of Section 7.01 and Section 6.02, the Master 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 Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating Agency shall have delivered a letter to
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the Trustee and the NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master 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 Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master 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 Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer.
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SECTION 6.05. |
Delegation of Duties. |
In the ordinary course of business, the Master 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 Master 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 Master Servicer shall provide the Trustee 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 Master Servicer's Affiliates or their respective successors and assigns.
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SECTION 6.06. |
[Reserved]. |
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SECTION 6.07. |
Inspection. |
The Master Servicer, in its capacity as Originator and Master Servicer, shall afford the Trustee and the NIMS Insurer, upon reasonable advance notice, during normal business hours, access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish to the Trustee 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.
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ARTICLE VII
DEFAULT
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SECTION 7.01. |
Master Servicer Events of Termination. |
(a)Β Β Β Β Β Β Β Β Β Β If any one of the following events (βMaster Servicer Events of Terminationβ) shall occur and be continuing:
(i)Β Β Β Β Β Β Β Β Β Β Β (A) The failure by the Master Servicer to make any Advance; or (B) any other failure by the Master 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 Master Servicer by the Trustee or to the Trustee by the NIMS Insurer or any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights; or
(ii)Β Β Β Β Β Β Β Β Β Β The failure by the Master Servicer to make any required Servicing Advance which failure continues unremedied for a period of 30 days, or the failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master 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 Master Servicer by the Trustee or to the Trustee by 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 Master Servicer; or
(iii)Β Β Β Β Β Β Β Β The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 days; or
(iv)Β Β Β Β Β Β Β Β Β The Master 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 Master 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 Master Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Master 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
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(v)Β Β Β Β Β Β Β Β Β Β A Delinquency Master Servicer Termination Trigger has occurred and is continuing;
then, and in each and every such case, so long as a Master 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 Master Servicer Remittance Date (provided the Trustee shall give the Master Servicer notice of such failure to advance by 5:00 P.M. New York time on the Master Servicer Remittance Date), the Trustee shall, at the direction of the NIMS Insurer, terminate all of the rights and obligations of the Master 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 Master Servicer, (y) in the case of (i)(B), (ii), (iii) and (iv) above, the Trustee shall, at the written direction of the NIMS Insurer or the Holders of each Class of Regular Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Master Servicer and to the Trustee and (z) in the case of (v) above, the Trustee shall, at the direction of the NIMS Insurer, by notice then given in writing to the Master Servicer and to the Trustee, terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Depositor and the Originator. On or after the receipt by the Master Servicer (and by the Trustee if such notice is given by the Holders) of such written notice, all authority and power of the Master 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 Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents or otherwise. The Master Servicer agrees to cooperate with the Trustee (or the applicable successor Master Servicer) in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the delivery to the Trustee of all documents and records requested by it to enable it to assume the Master Servicer's functions under this Agreement within ten Business Days subsequent to such notice, the transfer within one Business Day subsequent to such notice to the Trustee (or the applicable successor Master Servicer) for the administration by it of all cash amounts that shall at the time be held by the Master 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 Master Servicer in such accounts or thereafter received by the Master Servicer with respect to the Mortgage Loans or any REO Property received by the Master Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses and to the extent not paid by the Master Servicer, by the Trust.
(b)Β Β Β Β Β Β Β Β Β Β In connection with any failure by the Master Servicer to make any remittance required to be made by the Master 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
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terms of this Section 7.01 (without giving effect to any grace or cure period), the Master 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.
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SECTION 7.02. |
Trustee to Act; Appointment of Successor. |
(a)Β Β Β Β Β Β Β Β Β Β From the time the Master 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 Master Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Master 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 Master 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 Master Servicer, immediately will assume all of the obligations of the Master Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Master 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 Master Servicer) shall be entitled to such compensation as the Master 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 Master Servicer or (ii) if the Trustee is legally unable so to act, 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 Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the appointment of any such successor Master Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of 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 Master 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 Master 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 Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as Master Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Master Servicer or for any breach by such Master 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 Master Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Master Servicer
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defaults in its obligation to pay such costs, such costs shall be paid by the successor Master Servicer or the Trustee (in which case the successor Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).
(b)Β Β Β Β Β Β Β Β Β Β Any successor to the Master 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 maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and a Fidelity Bond in respect of its officers, employees and agents to the same extent as the Master Servicer is so required pursuant to Section 3.14.
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SECTION 7.03. |
Waiver of Defaults. |
The Majority Certificateholders may, on behalf of all Certificateholders and with the consent of the NIMS Insurer, waive any events permitting removal of the Master 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 NIMS Insurer. Upon any waiver of a past default, such default shall cease to exist and any Master Servicer Event of Termination arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be given by the Trustee to the Rating Agencies and the NIMS Insurer.
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SECTION 7.04. |
Notification to Certificateholders. |
(a)Β Β Β Β Β Β Β Β Β Β Upon any termination or appointment of a successor to the Master 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 NIMS Insurer and each Rating Agency.
(b)Β Β Β Β Β Β Β Β 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 Master 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 and to the NIMS Insurer notice of such occurrence unless such default or Master Servicer Event of Termination shall have been waived or cured.
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SECTION 7.05. |
Survivability of Master Servicer Liabilities. |
Notwithstanding anything herein to the contrary, upon termination of the Master Servicer hereunder, any liabilities of the Master Servicer which accrued prior to such termination shall survive such termination.
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ARTICLE VIII
THE TRUSTEE
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SECTION 8.01. |
Duties of Trustee. |
The Trustee, prior to the occurrence of a Master Servicer Event of Termination and after the curing of all Master 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 Master 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.
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 Trustee's satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMS Insurer.
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:
(i)Β Β Β Β Β Β Β Β Β Β Β prior to the occurrence of a Master Servicer Event of Termination, and after the curing of all such Master 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;
(ii)Β Β Β Β Β Β Β Β 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;
(iii)Β Β Β Β Β Β Β 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 NIMS Insurer or the Majority Certificateholders relating to the time, method and place of
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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
(iv)Β Β Β Β Β Β Β Β Β the Trustee shall not be charged with knowledge of any failure by the Master Servicer to comply with the obligations of the Master 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 Master Servicer, the NIMS Insurer or the Majority Certificateholders.
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 Master Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.
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SECTION 8.02. |
Certain Matters Affecting the Trustee. |
Except as otherwise provided in Section 8.01:
(a)Β Β Β Β Β Β Β Β Β Β (i) Β Β Β Β Β Β Β Β the Trustee may request and rely upon, and shall be protected in acting or refraining from acting upon, any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe;
(ii)Β Β Β Β Β Β Β Β 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;
(iii)Β Β Β Β Β Β Β 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 or the NIMS Insurer, pursuant to the provisions of this Agreement, unless such Certificateholders 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;
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(iv)Β Β Β Β Β Β Β 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;
(v)Β Β Β Β Β Β Β Β Β Β prior to the occurrence of a Master Servicer Event of Termination and after the curing of all Master 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 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 Master Servicer or the NIMS Insurer (if requested by the NIMS Insurer) or, if paid by the Trustee, shall be reimbursed by the Master Servicer or the NIMS Insurer (if requested by the NIMS Insurer) upon demand and, if not reimbursed by the Master Servicer or the NIMS Insurer (if requested by the NIMS Insurer), shall be reimbursed by the Trust. Nothing in this clause (v) shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors;
(vi)Β Β Β Β Β Β Β 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 Master Servicer until such time as the Trustee may be required to act as Master Servicer pursuant to Section 7.02 and thereupon only for the acts or omissions of the Trustee as successor Master Servicer;
(vii)Β Β Β Β Β 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
(viii)Β Β Β Β 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.
(b)Β Β Β Β Β Β Β Β 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 Master Servicer and the Holders of the Class A Certificates and the Mezzanine 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
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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.
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SECTION 8.03. |
Trustee Not Liable for Certificates or Mortgage Loans. |
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 Master Servicer, or for the use or application of any funds paid to the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Master 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 Master 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 Master Servicer pursuant to Section 7.02); the compliance by the Depositor, the Originator, the Seller or the Master Servicer with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment of monies by or at the direction of the Master 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 Master Servicer (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of the Master Servicer (other than if the Trustee shall assume the duties of the Master Servicer pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trustee; the failure of the Master 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 Master Servicer (other than if the Trustee shall assume the duties of the Master 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 Trustee's 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 Master Servicer).
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SECTION 8.04. |
Trustee May Own Certificates. |
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 Master Servicer, the Depositor or their Affiliates.
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SECTION 8.05. |
Trustee Fee and Expenses. |
(a)Β Β Β Β Β Β Β Β 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 Trustee's 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 Trustee's reckless disregard of obligations and duties hereunder or (ii) resulting from a breach of the Master Servicer's obligations and duties under this Agreement and the Mortgage Loans (for which the Master 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 Master 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.
(b)Β Β Β Β Β Β Β Β Β Β The Master Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Master Servicer's 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 Master Servicer to the Trustee shall be from the Master Servicer's own funds, without reimbursement from the Trust Fund therefor.
(c)Β Β Β Β Β Β Β Β 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.
(d)Β Β Β Β Β Β Β Β 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.
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SECTION 8.06. |
Eligibility Requirements for Trustee. |
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 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.
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SECTION 8.07. |
Resignation or Removal of Trustee. |
The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the NIMS Insurer, the Depositor, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee acceptable to 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.
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 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 Master Servicer or the NIMS Insurer may remove the Trustee. If the Depositor, the Master Servicer or the NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Depositor, with the consent of 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.
The Majority Certificateholders (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 Master Servicer, the Depositor and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee acceptable to the NIMS Insurer in accordance with this Section.
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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.
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SECTION 8.08. |
Successor Trustee. |
Any successor Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the NIMS Insurer, the Depositor, the Master 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 Master 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.
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.
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.
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SECTION 8.09. |
Merger or Consolidation of Trustee. |
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.
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SECTION 8.10. |
Appointment of Co-Trustee or Separate Trustee. |
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Mortgaged Property may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and the 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 Master Servicer and the Trustee may consider
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necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Master Servicer and the NIMS Insurer. If the Master Servicer 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 Master 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 Master Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
(i)Β Β Β Β Β Β Β Β Β 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 Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;
(ii)Β Β Β Β Β Β Β Β Β Β no trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; and
(iii)Β Β Β Β Β Β Β Β the Master Servicer and the Trustee, acting jointly and with the consent of 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 Master Servicer Event of Termination, the Trustee acting alone may accept the resignation or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Depositor, the Master Servicer and the NIMS Insurer.
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any
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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.
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SECTION 8.11. |
Limitation of Liability. |
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.
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SECTION 8.12. |
Trustee May Enforce Claims Without Possession of Certificates. |
(a)Β Β Β Β Β Β Β Β 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 in respect of which such judgment has been recovered.
(b)Β Β Β Β Β Β Β Β Β Β The Trustee shall afford the Seller, the Originator, the Depositor, the Master Servicer, 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 Master Servicer, 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 Master Servicer, the Depositor and such Certificate Owner and shall make available to the Seller, the Originator, the Master Servicer, the Depositor, the NIMS Insurer and such Certificate Owner for review and copying such books, documents or records as may be requested with respect to the Trustee's duties hereunder. The Seller, the Originator, the Depositor, the Master 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.
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SECTION 8.13. |
Suits for Enforcement. |
In case a Master Servicer Event of Termination or other default by the Master Servicer or the Depositor hereunder shall occur and be continuing, the Trustee, shall, at the direction of the Majority Certificateholders or the NIMS Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders 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,
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shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMS Insurer and the Certificateholders.
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SECTION 8.14. |
Waiver of Bond Requirement. |
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee post a bond or other surety with any court, agency or body whatsoever.
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SECTION 8.15. |
Waiver of Inventory, Accounting and Appraisal Requirement. |
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.
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ARTICLE IX
REMIC ADMINISTRATION
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SECTION 9.01. |
REMIC Administration. |
(a)Β Β Β Β Β Β Β Β 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.
(b)Β Β Β Β Β Β Β Β 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.
(c)Β Β Β Β Β Β Β Β Β Β The Master 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 negligence or willful misconduct of the Master Servicer in fulfilling its duties hereunder. The Master Servicer shall be entitled to reimbursement of expenses to the extent provided in clause (i) above from the Collection Account.
(d)Β Β Β Β Β Β Β Β Β Β The Trustee shall prepare, sign and file, all of the REMICs' federal and state tax and information returns as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the 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.
(e)Β Β Β Β Β Β Β Β 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 1n 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
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REMIC and otherwise act on behalf of any REMIC 1n relation to any tax matter involving the Trust.
(f)Β Β Β Β Β Β Β Β Β Β The Trustee, the Master 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 Master 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 Master 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 Master 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 Master Servicer has advised it in writing that an Adverse REMIC Event could occur.
(g)Β Β Β Β Β Β Β Β 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 1ncurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC 1s domiciled in the State of California or any other state for state tax purposes by virtue of the location of the Master Servicer or any subservicer, the Master Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed.
(h)Β Β Β Β Β Β Β Β 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.
(i)Β Β Β Β Β Β Β Β Β 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.
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(j)Β Β Β Β Β Β Β Β Β Β Β Neither the Trustee nor the Master Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.
(k)Β Β Β Β Β Β Β Β Β Β On or before April 15 of each calendar year beginning in 2006, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers' Certificate stating the Master Servicer's compliance with the provisions of this Section 9.01.
(l)Β Β Β Β Β Β Β Β Β 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.
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SECTION 9.02. |
Prohibited Transactions and Activities. |
Neither the Depositor, the Master 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.
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SECTION 9.03. |
Indemnification with Respect to Certain Taxes and Loss of REMIC Status. |
(a)Β Β Β Β Β Β Β Β 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 Master Servicer of its duties and obligations set forth herein, the Master 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 Master 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 Master 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 Master 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 Master Servicer of its
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duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
(b)Β Β Β Β Β Β Β Β 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 Master 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).
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ARTICLE X
TERMINATION
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SECTION 10.01. |
Termination. |
(a)Β Β Β Β Β Β Β Β Β Β The respective obligations and responsibilities of the Master 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 Master 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, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust and (iii) the optional purchase by the Master Servicer 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) December 2035 or (b) the expiration of 21 years from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. James's, living on the date hereof.
The Master Servicer (or if the Master Servicer elects 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 Master Servicer, if it is the Terminator, the NIMS Insurer, if it is the Terminator and, to the extent that the Class A Certificates or a Class of Mezzanine 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 previously unpaid Allocated Realized Loss Amounts and any Swap Termination Payment to the Swap Provider then remaining unpaid or which is due to the exercise of such option (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
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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 Master Servicer 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, any previously unpaid Allocated Realized Loss Amounts, 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.
In connection with any such purchase pursuant to the preceding paragraph, the Master Servicer 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.
Any such purchase shall be accomplished by deposit into the Distribution Account on the Determination Date before such Distribution Date of the Termination Price.
(b)Β Β Β Β Β Β Β Β 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 Master Servicer or the NIMS Insurer, by letter to the Certificateholders 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.
(c)Β Β Β Β Β Β Β Β 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.
(d)Β Β Β Β Β Β Β Β 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
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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 Master Servicer (if the Master Servicer 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.
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SECTION 10.02. |
Additional Termination Requirements. |
(a)Β Β Β Β Β Β Β Β Β Β In the event that the Master Servicer 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:
(i)Β Β Β Β Β Β Β Β Β Β Β Within 90 days prior to the final Distribution Date, the Master Servicer 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
(ii)Β Β Β Β Β Β Β 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 Master Servicer or the NIMS Insurer, as applicable, for cash pursuant to the terms of the plan of complete liquidation.
(b)Β Β Β Β Β Β Β Β 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.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
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SECTION 11.01. |
Amendment. |
This Agreement may be amended from time to time by the Depositor, the Master Servicer and the Trustee with the consent of 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 Master 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.
This Agreement may also be amended from time to time by the Depositor, the Master Servicer and the Trustee with the consent of 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 Master 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 Master Servicer or any Affiliate thereof shall be entitled to Voting Rights with respect to matters affecting such Certificates.
Notwithstanding any provision of this Agreement to the contrary, the Trustee 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 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
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to the REMIC Provisions or cause any REMIC created hereunder constituting part of the Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding and that the amendment is being made in accordance with the terms hereof.
Notwithstanding any of the other provisions of this Section 11.01, none of the Depositor, the Master Servicer or the Trustee shall enter into any amendment to Section 3.05(c)(i), Section 4.01(e), Section 4.09 or Section 11.10 of this Agreement without the prior written consent of the Swap Provider.
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 Master 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 Master Servicer, the NIMS Insurer and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment; instead it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.
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.
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SECTION 11.02. |
Recordation of Agreement; Counterparts. |
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer at the expense of the Trust, but only upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
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SECTION 11.03. |
Limitation on Rights of Certificateholders. |
The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
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Except as expressly provided for herein, no Certificateholder shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03 each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
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SECTION 11.04. |
Governing Law; Jurisdiction. |
This Agreement shall be construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. With respect to any claim arising out of this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, and each party irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.
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SECTION 11.05. |
Notices. |
All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, by facsimile or by express delivery service, to (a) in the case of the Originator and/or
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Master Servicer, Option One Mortgage Corporation, 3 Ada, Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx X'Xxxxx, or such other address or telecopy number as may hereafter be furnished to the Depositor, the NIMS Insurer and the Trustee in writing by the Master Servicer, (b) in the case of the Trustee, Xxxxx Fargo Bank, N.A., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client ManagerβOption One 2005-5, with a copy to Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Option One Mortgage Loan Trust Series 2005-5, or such other address or telecopy number as may hereafter be furnished to the Depositor, the NIMS Insurer and the Master Servicer in writing by the Trustee, (c) in the case of the Depositor, Option One Mortgage Acceptance Corporation, 3 Ada, Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx X'Xxxxx, or such other address or telecopy number as may be furnished to the Master Servicer, the NIMS Insurer and the Trustee in writing by the Depositor and (d) in the case of the NIMS Insurer, such address furnished to the Depositor, the Master Servicer, 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 Master 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 Master 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.
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SECTION 11.06. |
Severability of Provisions. |
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
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SECTION 11.07. |
Article and Section References. |
All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.
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SECTION 11.08. |
Notice to the Rating Agencies and the NIMS Insurer. |
(a)Β Β Β Β Β Β Β Β Β Β Each of the Trustee and the Master Servicer shall be obligated to use its best reasonable efforts promptly to provide notice to the Rating Agencies and the NIMS Insurer with respect to each of the following of which a Responsible Officer of the Trustee or Master Servicer, as the case may be, has actual knowledge:
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any material change or amendment to this Agreement; |
(ii)Β Β Β Β Β Β Β Β Β Β Β the occurrence of any Master Servicer Event of Termination that has not been cured or waived;
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the resignation or termination of the Master Servicer or the Trustee; |
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the final payment to Holders of the Certificates of any Class; | |
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(v) |
any change in the location of any Account; and |
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(vi)Β Β Β Β Β Β Β Β Β Β if the Trustee is acting as successor Master Servicer pursuant to Section 7.02 hereof, any event that would result in the inability of the Trustee to make Advances.
(b)Β Β Β Β Β Β Β Β Β 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 Master Servicer shall promptly furnish to each Rating Agency copies of the following:
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each annual statement as to compliance described in Section 3.20 hereof; |
(ii)Β Β Β Β Β Β Β Β Β Β Β each annual independent public accountants' servicing report described in Section 3.21 hereof; and
(iii)Β Β Β Β Β Β Β Β Β Β each notice delivered pursuant to Section 7.01(a) hereof which relates to the fact that the Master Servicer has not made an Advance.
Any such notice pursuant to this Section 11.08 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: MBS Monitoring/Option One Mortgage Loan Trust 2005-5, Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Standard & Poor's Ratings Services, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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SECTION 11.09. |
Further Assurances. |
Notwithstanding any other provision of this Agreement, neither the Regular Certificateholders nor the Trustee shall have any obligation to consent to any amendment or modification of this Agreement unless they have been provided reasonable security or indemnity against their out-of-pocket expenses (including reasonable attorneys' fees) to be incurred in connection therewith.
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SECTION 11.10. |
Third Party Rights. |
The NIMS Insurer and the Swap Provider 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.
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SECTION 11.11. |
Benefits of Agreement. |
Nothing in this Agreement or in the Certificates, expressed or implied, shall give to any Person, other than the Certificateholders, the NIMS Insurer and the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.
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SECTION 11.12. |
Acts of Certificateholders. |
(a)Β Β Β Β Β Β Β Β 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 Master 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.
(b)Β Β Β Β Β Β Β Β 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.
(c)Β Β Β Β Β Β Β Β 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.
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SECTION 11.13. |
No Petition. |
The Depositor, Master 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.
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IN WITNESS WHEREOF, the Depositor, the Master 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.
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OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, | |
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/s/ Xxxxxxx X. XβXxxxx | |
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Name:Β Xxxxxxx X. XβXxxxx | |
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Title:Β Β Β Treasurer |
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OPTION ONE MORTGAGE CORPORATION, | |
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By: |
/s/ Xxxxxxx X. XβXxxxx | |
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Name:Β Xxxxxxx X. XβXxxxx | |
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Title:Β Β Β Treasurer |
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XXXXX FARGO BANK, N.A., | |
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By: |
/s/ Xxxxxx X. Xxxxxx | |
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Name:Β Xxxxxx X. Xxxxxx | |
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Title:Β Β Β Assistant Vice President |
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STATE OF CALIFORNIA |
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COUNTY OF ORANGE |
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On the ______ day of November, 2005 before me, a notary public in and for said State, personally appeared __________________ known to me to be a Vice President of Option One Mortgage Acceptance Corporation, a Delaware corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
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Notary Public |
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STATE OF CALIFORNIA |
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COUNTY OF ORANGE |
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On the ______ day of November, 2005 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 corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
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Notary Public |
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COUNTY OF BALTIMORE |
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On the ______ day of November, 2005 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.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
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EXHIBIT A-1
CLASS A-1 CERTIFICATES
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.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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A-1 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class A-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-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 A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A Certificate (obtained by dividing the Denomination of this Class A 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 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 A-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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By: |
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class A-1 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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EXHIBIT A-2
CLASS A-2 CERTIFICATES
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.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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A-2 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class A-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-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 A-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A Certificate (obtained by dividing the Denomination of this Class A 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 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 A-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class A-2 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November, 2005.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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as its agent. |
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EXHIBIT A-3
CLASS A-3 CERTIFICATES
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.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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A-3 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class A-3
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-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 A-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede&Co. is the registered owner of the Percentage Interest evidenced by this Class A-3 Certificate (obtained by dividing the Denomination of this Class 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 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 A-3 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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By: |
XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class A-3 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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, | |||
for the account of |
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, | |||
account number___________, or, if mailed by check, to |
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, | |||
Applicable statements should be mailed to |
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, | |||
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. | ||||
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This information is provided by |
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, | ||
the assignee named above, or |
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, | ||
as its agent. |
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EXHIBIT A-4
CLASS A-4 CERTIFICATES
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.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
: |
1 |
Cut-off Date |
: |
With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
: |
December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
: |
$[__] |
Original Class Certificate Principal Balance of this Class |
: |
$[__] |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
[__] |
Class |
: |
A-4 |
Assumed Maturity Date |
: |
November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class A-4
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-4 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the Denomination of this Class 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 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 A-4 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class A-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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By: |
XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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By: |
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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By: |
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class A-4 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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, | |||
for the account of |
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, | |||
account number___________, or, if mailed by check, to |
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, | |||
Applicable statements should be mailed to |
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, | |||
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. | ||||
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This information is provided by |
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, | ||
the assignee named above, or |
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, | ||
as its agent. |
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EXHIBIT A-5
CLASS M-1 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
: |
1 |
Cut-off Date |
: |
With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
: |
December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
: |
$[__] |
Original Class Certificate Principal Balance of this Class |
: |
$[__] |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
[__] |
Class |
: |
M-1 |
Assumed Maturity Date |
: |
November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-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 M-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-1 Certificate (obtained by dividing the Denomination of this Class M-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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-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 M-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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By: |
XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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By: |
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-1 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
Β |
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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.
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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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, | |||
for the account of |
Β |
, | |||
account number___________, or, if mailed by check, to |
Β |
, | |||
Applicable statements should be mailed to |
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, | |||
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. | ||||
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This information is provided by |
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, | ||
the assignee named above, or |
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as its agent. |
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EXHIBIT A-6
CLASS M-2 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
: |
1 |
Cut-off Date |
: |
With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
: |
December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
: |
$[__] |
Original Class Certificate Principal Balance of this Class |
: |
$[__] |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
[__] |
Class |
: |
M-2 |
Assumed Maturity Date |
: |
November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-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 M-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-2 Certificate (obtained by dividing the Denomination of this Class M-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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-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 M-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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By: |
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-2 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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as its agent. |
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EXHIBIT A-7
CLASS M-3 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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M-3 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-3
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-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 M-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-3 Certificate (obtained by dividing the Denomination of this Class M-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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-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 M-3 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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By: |
XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-3 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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, | |||
for the account of |
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, | |||
account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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as its agent. |
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EXHIBIT A-8
CLASS M-4 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
: |
December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
: |
$[__] |
Original Class Certificate Principal Balance of this Class |
: |
$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
[__] |
Class |
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M-4 |
Assumed Maturity Date |
: |
November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-4
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-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 M-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-4 Certificate (obtained by dividing the Denomination of this Class M-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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-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 M-4 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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By: |
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-4 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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for the account of |
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account number___________, or, if mailed by check, to |
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EXHIBIT A-9
CLASS M-5 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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Percentage Interest |
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100.00% |
Pass-Through Rate |
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M-5 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-5
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)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-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 M-5 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-5 Certificate (obtained by dividing the Denomination of this Class M-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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-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 M-5 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-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.
This Class M-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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-5 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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EXHIBIT A-10
CLASS M-6 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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M-6 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-6
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)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-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 M-6 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-6 Certificate (obtained by dividing the Denomination of this Class M-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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-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 M-6 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-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.
This Class M-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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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By: |
XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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By: |
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-6 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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EXHIBIT A-11
CLASS M-7 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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M-7 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-7
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)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-7 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-7 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-7 Certificate (obtained by dividing the Denomination of this Class M-7 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-7 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-7 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-7 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-7 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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, | |||
for the account of |
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, | |||
account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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as its agent. |
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EXHIBIT A-12
CLASS M-8 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
: |
$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
: |
[__] |
Class |
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M-8 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-8
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)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-8 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-8 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-8 Certificate (obtained by dividing the Denomination of this Class M-8 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-8 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-8 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-8 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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By: |
XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-8 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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EXHIBIT A-13
CLASS M-9 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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M-9 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-9
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)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-9 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-9 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-9 Certificate (obtained by dividing the Denomination of this Class M-9 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-9 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Each Transferee of this Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) it has acquired and is holding such Certificate in reliance on the Prohibited Transaction Exemption (the βExemptionβ) set forth in the Agreement and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than βBBB-β (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an βinsurance company general accountβ (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (βPTCEβ) 95-60), and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-9 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-9 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-9 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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the assignee named above, or |
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EXHIBIT A-14
CLASS M-10 CERTIFICATES
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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M-10 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-10
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)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-10 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-10 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-10 Certificate (obtained by dividing the Denomination of this Class M-10 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-10 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-10 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholderβs prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. 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.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-10 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-10 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-10 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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account number___________, or, if mailed by check, to |
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EXHIBIT A-15
CLASS M-11 CERTIFICATES
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.
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS M-10 CERTIFICATES. TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PURCHASER SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT.
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).
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] |
Percentage Interest |
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100.00% |
Pass-Through Rate |
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Variable |
CUSIP |
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[__] |
Class |
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M-11 |
Assumed Maturity Date |
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November 2035 |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class M-11
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)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-11 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-11 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-11 Certificate (obtained by dividing the Denomination of this Class M-11 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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 M-11 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-11 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholderβs prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. 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.
Any purchaser shall be deemed to make the representations set forth in Section 5.02(e) of the Pooling and Servicing Agreement.
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Reference is hereby made to the further provisions of this Class M-11 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-11 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.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class M-11 Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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EXHIBIT A-16
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[RESERVED]
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EXHIBIT A-17
CLASS C CERTIFICATES
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).
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.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES, THE CLASS M-10 CERTIFICATES AND THE CLASS M-11 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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.
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$[__] |
Original Class Certificate Principal Balance of this Class |
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$[__] Β |
Initial Notional Amount of this Certificate |
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Percentage Interest |
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100.00% |
Class |
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C |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class C
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class C Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class C Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Option One Mortgage 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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.
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.
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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.
Reference is hereby made to the further provisions of this Class C Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class C Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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[Reverse of Class C Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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EXHIBIT A-18
CLASS P CERTIFICATE
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).
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.
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.
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Initial Certificate Principal Balance of this Certificate (βDenominationβ) |
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$100.00 |
Original Class Certificate Principal Balance of this Class |
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$100.00 |
Percentage Interest |
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100.00% |
Class |
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P |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class P
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class P Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class P Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Option One Mortgage 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ), 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.
This Certificate does not have a pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such 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
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Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(e) of the Agreement.
Reference is hereby made to the further provisions of this Class P Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class P Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class P Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
to |
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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EXHIBIT A-19
CLASS R CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A (RESIDUAL 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).
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.
THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A 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.
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Percentage Interest |
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100.00% |
Class |
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R |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class R
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.
This certifies that Option One Mortgage 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ) 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.
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.
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
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Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(e) of the Agreement.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the 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.
Reference is hereby made to the further provisions of this Class R Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class R Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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EXHIBIT A-20
CLASS R-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A (RESIDUAL 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).
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.
THIS CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A 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.
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Certificate No. |
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1 |
Cut-off Date |
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With respect to any Mortgage Loan, the later of (i) the date of origination of such Mortgage Loan or (ii) November 1, 2005 |
First Distribution Date |
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December 27, 2005 |
Percentage Interest |
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100.00% |
Class |
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R-X |
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Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates,
Series 2005-5
Class R-X
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, adjustable and fixed rate mortgage loans (the βMortgage Loansβ)
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer or the Trustee referred to below or any of their respective affiliates.
This certifies that Option One Mortgage 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 November 1, 2005 (the βAgreementβ) among the Depositor, Option One Mortgage Corporation, as master servicer (the βMaster Servicerβ) 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.
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.
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
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Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(e) of the Agreement.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the 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.
Reference is hereby made to the further provisions of this Class R-X Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
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IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November __, 2005
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OPTION ONE MORTGAGE LOAN TRUST 2005-5 | ||||||
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By: |
XXXXX FARGO BANK, N.A. not in its individual capacity, but solely as Trustee | |||||
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This is one of the Certificates referenced in the within-mentioned Agreement | ||||||
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By: |
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Authorized Signatory of Xxxxx Fargo Bank, N. A., as Trustee |
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[Reverse of Class R-X Certificate]
OPTION ONE MORTGAGE LOAN TRUST 2005-5
Asset-Backed Certificates,
Series 2005-5
This Certificate is one of a duly authorized issue of Certificates designated as Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5 (herein collectively called the βCertificatesβ), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
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.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office or agency of the Trustee specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of 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 NIMS Insurer, if any.
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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.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor, the Trustee, 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 Master Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the Master 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 November 2035.
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.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the 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:
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Dated:_________________
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Signature by or on behalf of assignor |
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DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds
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for the account of |
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account number___________, or, if mailed by check, to |
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Applicable statements should be mailed to |
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This information is provided by |
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the assignee named above, or |
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as its agent. |
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EXHIBIT B
[RESERVED]
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EXHIBIT C
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
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OPTION ONE MORTGAGE CORPORATION,
as Originator and Seller
OPTION ONE OWNER TRUST 2001-1A,
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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
as Sellers
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OPTION ONE MORTGAGE ACCEPTANCE CORPORATION,
as Purchaser
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 7, 2005
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Fixed Rate and Adjustable Rate Mortgage Loans
Option One Mortgage Loan Trust 2005-5
Asset-Backed Certificates, Series 2005-5
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Table of Contents
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ARTICLE I.
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DEFINITIONS
Section 1.01 |
Definitions |
ARTICLE II.
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SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01 |
Sale of Mortgage Loans |
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Section 2.02 |
Obligations of the Originator Upon Sale |
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Section 2.03 |
Payment of Purchase Price for the Mortgage Loans. | ||
ARTICLE III.
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REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01 |
Originator Representations and Warranties Relating to the Mortgage Loans. | |||
Section 3.02 |
Originator Representations And Warranties Relating to The Originator |
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Section 3.03 |
Seller Trust Representations And Warranties |
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Section 3.04 |
Remedies For Breach of Representations And Warranties |
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ARTICLE IV.
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ORIGINATOR'S COVENANTS
Section 4.01 |
Covenants of The Originator |
ARTICLE V.
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INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS
Section 5.01 |
Indemnification. |
ARTICLE VI.
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TERMINATION
Section 6.01 |
Termination |
ARTICLE VII.
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MISCELLANEOUS PROVISIONS
Section 7.01 |
Amendment |
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Section 7.02 |
Governing Law |
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Section 7.03 |
Notices |
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Section 7.04 |
Severability of Provisions |
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Section 7.05 |
Counterparts |
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Section 7.06 |
Further Agreements |
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Section 7.07 |
Intention of The Parties |
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Section 7.08 |
Successors And Assigns, Assignment of Purchase Agreement | |||||||
Section 7.09 |
Survival |
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Section 7.10 |
Owner Trustee |
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SCHEDULES
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SCHEDULE I |
MORTGAGE LOANS OWNED BY ORIGINATOR |
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SCHEDULE II |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A | ||||
SCHEDULE III |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1B |
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SCHEDULE IV |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2 |
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SCHEDULE V |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3 |
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SCHEDULE VI |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4 |
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SCHEDULE VII |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5 |
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SCHEDULE VIII |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6 |
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SCHEDULE IX |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2005-7 |
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SCHEDULE X |
MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8 |
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SCHEDULE XI |
MORTGAGE LOANS IN HURRICANE AREAS |
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MORTGAGE LOAN PURCHASE AGREEMENT, dated as of November 7, 2005 (the βAgreementβ), among Option One Mortgage Corporation (the βOriginatorβ), Option One Owner Trust 2001-1A (βSeller Trust 1Aβ), Option One Owner Trust 2001-1B (βSeller Trust 1Bβ), 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) and 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) and Option One Owner Trust 2005-8 (βSeller Trust 8β,; each of Seller Trust 1A, Seller Trust 1B, Seller Trust 2, Seller Trust 3, Seller Trust 4, Seller Trust 5, Seller Trust 6, Seller Trust 7 and Seller Trust 8, a βSeller Trustβ and collectively the βSeller Trustsβ) (the Originator and each Seller Trust a βSellerβ and collectively the βSellersβ) and Option One Mortgage Acceptance Corporation (the βPurchaserβ).
W I T N E S S E T H
WHEREAS, each Seller is the owner of (a) the notes or other evidence of indebtedness (the 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
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 obligors on the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Sellers sell the Mortgage Loans to the Purchaser pursuant to the terms of this Agreement; and
WHEREAS, each Seller Trust is an indirect subsidiary of the Originator and the Originator is the administrator of each Seller Trust; and
WHEREAS, the Originator originated or acquired the Mortgage Loans and subsequently sold the Mortgage Loans to the applicable Seller Trust; and
WHEREAS, pursuant to the terms of a Pooling and Servicing Agreement dated as of November 1, 2005 (the βPooling and Servicing Agreementβ) among the Purchaser as depositor, the Originator as master servicer and Xxxxx Fargo Bank, N.A. as trustee (the βTrusteeβ), the Purchaser will convey the Mortgage Loans to Option One Mortgage Loan Trust 2005-5 (the βTrustβ); and
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
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.
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NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
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ARTICLE I.
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DEFINITIONS
Section 1.01Β Β Β Β Β Definitions. All capitalized terms used but not defined herein and below shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
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 Yieldsβ, βRISK FACTORSβ Most of the Mortgage Loans Are Newly Originated and Have Little, if any, Payment Historyβ, the second sentence under βRISK FACTORSβHurricane Xxxxxxx and Hurricane Xxxx May Adversely Affect the Mortgage Loansβ, the first sentence under βRISK FACTORSβSecond Lien Loan Riskβ, the first sentence under βRISK FACTORSβInterest Only Mortgage Loansβ, the second sentence under the third bullet point under βRISK FACTORSβInterest Generated by the Mortgage Loans May Be Insufficient to Maintain Overcollateralizationβ, 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, βOPTION ONE MORTGAGE CORPORATIONβ, and the first sentence of the seventh paragraph under βYIELD, PREPAYMENT AND MATURITY CONSIDERATIONSβ.
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ARTICLE II.
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SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01Β Β Β Β 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.
Section 2.02Β Β Β Β 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-IX to this Agreement and are hereby incorporated into and made a part of this Agreement.
In connection with any conveyance by the Sellers, the Originator shall on behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of the Purchaser, on or before the Closing Date, the following documents or instruments with respect to each Mortgage Loan:
(i)Β Β Β Β Β Β Β 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;
(ii)Β Β Β Β Β Β Β 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;
(iii)Β Β Β Β Β Β 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
Β
(iv)Β Β Β Β Β Β Β Β an original of any intervening assignment of Mortgage showing a complete chain of assignments;
(v)Β Β Β Β Β Β Β Β the original or a certified copy of lender's title insurance policy; and
(vi)Β Β Β Β Β Β Β Β the original or copies of each assumption, modification, written assurance or substitution agreement, if any.
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.
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.
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.
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
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.
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 NIMS Insurer, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Master 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 Master 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.
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
Β
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 Master Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Purchaser due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known, and (D) specify the date the applicable recorded document is expected to be delivered to the Purchaser, and, upon receipt of a copy of such document certified by the public recording office, the Originator shall immediately deliver such document to the Purchaser. In the event the appropriate public recording office will not certify as to the accuracy of such document, the Originator shall deliver a copy of such document certified by an officer of the Originator to be a true and complete copy of the original to the Purchaser.
Section 2.03 |
Payment of Purchase Price for the Mortgage Loans. |
(a)Β Β Β Β Β Β 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 |
Percentage Interest in |
Originator |
$Β Β Β Β Β Β Β Β Β Β 11,460,146.12 |
1.10% |
SellerTrust1A |
$Β Β Β Β Β Β Β Β 207,706,852.56 |
19.88% |
SellerTrust1B |
$Β Β Β Β Β Β Β Β 165,261,090.29 |
15.82% |
SellerTrust2 |
$Β Β Β Β Β Β Β Β Β Β Β 30,082,097.33 |
2.88% |
SellerTrust3 |
$Β Β Β Β Β Β Β Β 183,920,898.73 |
17.60% |
SellerTrust4 |
$Β Β Β Β Β Β Β Β 134,111,001.15 |
12.84% |
SellerTrust5 |
$Β Β Β Β Β Β Β Β 127,852,105.20 |
12.24% |
SellerTrust6 |
$Β Β Β Β Β Β Β Β Β Β 43,507,909.84 |
4.16% |
SellerTrust7 |
$Β Β Β Β Β Β Β Β 134,194,912.06 |
12.85% |
Seller Trust8 |
$Β Β Β Β Β Β Β Β Β Β Β Β 6,627,837.01 |
0.63% |
Β
(b)Β Β Β Β Β Β 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.
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Β
ARTICLE III.
Β
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01Β Β Β Β Β Originator Representations and Warranties Relating to the Mortgage Loans.
(a)Β Β Β Β Β Β Β Β The Originator hereby represents and warrants with respect to the Mortgage Loans to the Purchaser that as of the Closing Date or as of such date specifically provided herein:
(1)Β Β Β Β Β Β Β Β The applicable Seller has good title to and is the sole owner and holder of the related Mortgage Loans;
(2)Β Β Β Β Β Β 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;
(3)Β Β Β Β Β Β 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;
(4)Β Β Β Β Β Β 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;
(5)Β Β Β Β Β Β 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;
(6)Β Β Β Β Β Β 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);
(7)Β Β Β Β Β Β Β Β The related Mortgage is a valid and enforceable first or second lien on the related Mortgaged Property, which Mortgaged Property is free and clear of all encumbrances and liens (including mechanics liens) having priority over the first or second lien of the Mortgage except for: (i) liens for real estate taxes and assessments not yet due and payable; (ii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected or considered in the lender's title insurance policy delivered to the originator of the Mortgage Loan and referred to in the appraisal made in connection with the origination of the related Mortgage Loan, (iii) other matters to which like properties are commonly subject which do not materially interfere with the benefits of
Β
the security intended to be provided by such Mortgage and (iv) the first lien on the Mortgaged Property, in the case of the Mortgages that are second liens;
(8)Β Β Β Β Β Β Β Β Any security agreement, chattel mortgage or equivalent document related to such Mortgage Loan establishes and creates a valid and enforceable first or second lien on the Mortgaged Property;
(9)Β Β Β Β Β Β Β Β As of the last calendar day of October 2005 and with respect to any Mortgage Loan that had a payment due on or before October 1, 2005, except with respect to 1.77% of the Mortgage Loans by the aggregate Cut-off Date Principal Balance of the Mortgage Loans, the related Monthly Payment due on October 1, 2005 has been received. In addition, 0.03% of the Mortgage Loans have been 30 or more days delinquent in the last 12 months and 0.02% of the Mortgage Loans have been 30 or more days delinquent for two payment periods in the last 12 months;
(10)Β Β Β Β Β Β Neither the Originator nor any Seller Trust has advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan;
(11)Β Β Β Β Β Β Neither the Originator nor any Seller Trust has impaired, waived, altered or modified the related Mortgage or Mortgage Note in any material respect, or satisfied, canceled, rescinded or subordinated such Mortgage or Mortgage Note in whole or in part or released all or any material portion of the Mortgaged Property from the lien of the Mortgage, or executed any instrument of release, cancellation, rescission or satisfaction of the Mortgage Note or Mortgage;
(12)Β Β Β Β 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;
(13)Β Β Β Β 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;
(14)Β Β Β Β Β Β To the Originator's knowledge, there is no proceeding pending for the total or partial condemnation and no eminent domain proceedings pending affecting any Mortgaged Property;
(15)Β Β Β Β 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
Β
the Mortgaged Property is located together with an adjustable rate rider if applicable or (ii) if generally acceptable in the jurisdiction where the Mortgaged Property is located, an attorney's opinion of title given by an attorney licensed to practice law in the jurisdiction where the Mortgaged Property is located. All of the Originator's rights under such policies, opinions or other instruments shall be transferred and assigned to Purchaser upon sale and assignment of the Mortgage Loans hereunder. The title insurance policy has been issued by a title insurer licensed to do business in the jurisdiction where the Mortgaged Property is located, insuring the original lender, its successor and assigns, as to the first or second priority lien of the Mortgage in the original principal amount of the Mortgage Loan, subject to the exceptions contained in such policy. The Originator is the sole insured of such mortgagee title insurance policy, and such mortgagee title insurance policy is in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. Neither the Originator nor any affiliate of the Originator has made, and the Originator has no knowledge of, any claims under such mortgagee title insurance policy. The Originator is not aware of any action by a prior holder and neither the Originator nor any affiliate of the Originator has done, by act or omission, anything which could impair the coverage or enforceability of such mortgagee title insurance policy or the accuracy of such attorney's opinion of title;
(16)Β Β Β Β 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 or any Seller Trust has waived any default, breach, violation or event of acceleration;
(17)Β Β Β Β 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;
(18)Β Β Β Β Β Β To the Originator's 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;
(19)Β Β Β Β Β Β No foreclosure proceedings are pending against the Mortgaged Property and the Mortgage Loan is not subject to any pending bankruptcy or insolvency proceeding, and to the Originator's best knowledge, no material litigation or lawsuit relating to the Mortgage Loan is pending;
(20)Β Β Β Β 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
Β
(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;
(21)Β Β Β Β 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;
(22)Β Β Β Β 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;
(23)Β Β Β Β 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;
(24)Β Β Β Β Β Β To the Originator's knowledge, there was no fraud involved in the origination of the Mortgage Loan by the mortgagee or by the Mortgagor, any appraiser or any other party involved in the origination of the Mortgage Loan;
(25)Β Β Β Β 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;
(26)Β Β Β Β Β Β To the best of the Originator's knowledge, all parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
Β
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;
(27)Β Β Β Β 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;
(28)Β Β Β Β 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;
(29)Β Β Β Β 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;
(30)Β Β Β Β 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;
(31)Β Β Β Β Β Β With respect to escrow deposits, if any, all such payments are in the possession of, or under the control of, the Master 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 Master Servicer have been capitalized under any Mortgage or the related Mortgage Note;
(32)Β Β Β Β 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;
(33)Β Β Β Β Β Β As of the origination date of each Mortgage Loan, the related Mortgaged Property is lawfully permitted to be occupied under applicable law;
(34)Β Β Β Β 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
Β
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.
(35)Β Β Β Β 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;
(36)Β Β Β Β 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;
(37)Β Β Β Β 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;
(38)Β Β Β Β 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;
(39)Β Β Β Β 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;
(40)Β Β Β Β 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;
(41) |
[reserved]; |
(42)Β Β Β Β Β Β The Mortgage Loans have original terms to maturity ranging from 10 to 30 years;
(43)Β Β Β Β 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%;
(44)Β Β Β Β 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
Β
(45)Β Β Β Β 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;
(46)Β Β Β Β 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;
(47)Β Β Β Β Β Β With respect to second lien Mortgage Loans, either (a) no consent for the Mortgage Loan is required by the holder of the related first lien or (b) such consent has been obtained and is contained in the Mortgage File;
(48)Β Β Β Β 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;
(49)Β Β Β Β Β Β No Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;
(50)Β Β Β Β Β Β All Mortgage Loans were originated in compliance with all applicable laws, including, but not limited to, all applicable anti-predatory lending laws;
(51)Β Β Β Β Β Β None of the Mortgage Loans are High Cost as defined by the applicable predatory and abusive lending laws;
(52)Β Β Β Β 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 5.6(c), Appendix E);
(53)Β Β Β Β Β Β Each Mortgage Loan is a βqualified mortgageβ under Section 860G(a)(3); and
(54)Β Β Β Β 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).
(55)Β Β Β Β 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
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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;
(56)Β Β Β Β Β Β With respect to the Mortgage Loans set forth on Schedule X, the Servicer shall deliver the reports required by Section 3.01 of the Pooling and Servicing Agreement.
(b)Β Β Β Β Β Β Β Β The Originator hereby represents and warrants to the Purchaser, with respect to the Group I Mortgage Loans as of the Closing Date or as of such date specifically provided herein:
(1)Β Β Β Β Β Β Β Β Each Group I Mortgage Loan had a Principal Balance at origination which conformed with Xxxxxx Xxx/Xxxxxxx Mac guidelines;
(2)Β Β Β Β Β Β 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;
(3)Β Β Β Β Β Β 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;
(4)Β Β Β Β Β Β 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 disclosed to the borrower in the loan documents pursuant to applicable state and federal law, (iv) for loans originated on or after September 1, 2004, 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
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when the mortgage debt is accelerated as the result of the borrowerβs default in making the loan payments;
(5)Β Β Β Β Β Β Β Β No borrower was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No borrower obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Group I Mortgage Loan. No proceeds from any Group I Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Group I Mortgage Loan;
(6)Β Β Β Β Β Β Β Β All points and fees related to each Group I Mortgage Loan were disclosed in writing to the borrower in accordance with applicable state and federal law and regulation. Except in the case of a Group I Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination, no borrower was charged βpoints and feesβ (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation calculated in accordance with Xxxxxx Mae's anti-predatory lending requirements as set forth in the Xxxxxx Mae Selling Guide;
(7)Β Β Β Β Β Β 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;
(8)Β Β Β Β Β Β 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;
(9)Β Β Β Β Β Β Β Β Each Group I Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of the Xxxxxx Xxx Lender Letter, LL03-00: Eligibility of Mortgages to Borrowers with Blemished Credit Records (04/11/00) other than the requirements regarding Escrow Deposit Accounts;
(10)Β Β Β Β Β Β The Master Servicer will transmit full-file credit reporting data for each Group I Mortgage Loan pursuant to Xxxxxx Mae 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;
(11)Β Β Β Β Β Β No Mortgage Loan is a βHigh Cost Home Loanβ as defined in New York Banking Law 6-1;
(12)Β Β Β Β 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);
(13)Β Β Β Β 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);
(14)Β Β Β Β 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.);
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(15)Β Β Β Β 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.);
(16)Β Β Β Β 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.);
(17)Β Β Β Β Β Β No 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.);
(18)Β Β Β Β 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;
(19)Β Β Β Β 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;
(20)Β Β Β Β 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; and
(21)Β Β Β Β Β Β With respect to any 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.
Section 3.02Β Β Β Β Β Originator Representations And Warranties Relating to The Originator. The Originator represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein or in the applicable Assignment and Conveyance:
(i)Β Β Β Β Β Β Β 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;
(ii)Β Β Β Β Β Β Β 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;
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(iii)Β Β Β Β Β Β 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;
(iv)Β Β Β Β Β Β 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;
(v)Β Β Β Β Β Β 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;
(vi)Β Β Β Β Β Β 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;
(vii)Β Β Β Β Β 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;
(viii)Β Β Β Β 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;
(ix)Β Β Β Β Β Β 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;
(x)Β Β Β Β Β Β 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;
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(xi)Β Β Β Β Β Β 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
(xii)Β Β Β Β Β Β Β The Originator has not transferred the Mortgage Loans with any intent to hinder, delay or defraud any of its creditors.
Section 3.03Β Β Β Β Β Seller Trust Representations And Warranties. Each Seller Trust represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein:
(a)Β Β Β Β Β Β 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;
(b)Β Β Β Β Β Β 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;
(c)Β Β Β Β Β Β 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;
(d)Β Β Β Β Β Β 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
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(e)Β Β Β Β Β Β 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;
(f)Β Β Β Β Β Β Β 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;
(g)Β Β Β Β Β Β 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;
(h)Β Β Β Β Β Β 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;
(i)Β Β Β Β Β Β Β 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
(j)Β Β Β Β Β Β Β 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.
Section 3.04Β Β Β Β 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
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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 3.03 in respect of such Mortgage Loan. Upon discovery by either the Originator, the Master 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 (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. It is understood by the parties hereto that a breach of the representations and warranties made in Section 3.01(a) (45), (53), Section 3.01(b)(1), (7), (8), (10), (19), (20) and (21) will be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Purchaser.
Within 120 days of the earlier of either discovery by or notice to the Originator of any breach of a representation or warranty made by the Originator that materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or the interest therein of the Purchaser, the Originator shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Originator 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 of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Originator at the Purchase Price. The Originator may, at the request of the Purchaser and assuming the Originator 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 Originator 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.
With respect to the covenant set forth in Section 3.01(a)(56), if the reports required to be delivered by the Servicer pursuant to Section 3.01 of the Pooling and Servicing Agreement are not obtained or if any of the related Mortgaged Properties appear to have been damaged materially per such reports, the Originator shall repurchase or substitute for such Mortgage Loans in accordance with the procedures set forth herein within 180 days of the Closing Date.
At the time of substitution or repurchase of any deficient Mortgage Loan, the Purchaser and the Originator shall arrange for the reassignment of the repurchased or substituted Mortgage
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Loan to the Originator and the delivery to the Originator 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 Originator 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.
As to any Deleted Mortgage Loan for which the Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Originator 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 Originator shall deposit in the Collection Account the Monthly Payment less the Servicing Fee 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 Originator. 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 Originator shall thereafter be entitled to retain all amounts subsequently received by the Originator 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 Originator 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
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.
It is understood and agreed that the obligations of the Originator set forth in Section 3.04 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 or 3.03.
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ARTICLE IV.
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ORIGINATOR'S COVENANTS
Section 4.01Β Β Β Β Β Covenants of The Originator. The Originator hereby covenants that except for the transfer hereunder, neither the Originator nor 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 or any Seller Trust; provided, however, that nothing in this Section 4.01 shall prevent or be deemed to prohibit the Originator 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 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.
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ARTICLE V.
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INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS
Section 5.01 |
Indemnification. |
(a)Β Β Β Β Β Β Β Β The Originator agrees to indemnify and hold harmless the Purchaser, each of its directors, each of its officers and each person or entity who controls the Purchaser 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 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.
(b)Β Β Β Β Β Β Β Β The Purchaser agrees to indemnify and hold harmless each Seller Trust and the Originator, each of their respective officers, directors and each person or entity who controls each Seller Trust, 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 Originator or any such person or entity may become subject, under the Securities Act or otherwise, and will reimburse the applicable Seller Trust and/or the Originator for any legal or other expenses incurred by such Seller Trust, 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
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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.
(c)Β Β Β Β Β Β 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.
If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Article V for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation.
Any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing; (ii) such indemnified party shall have been advised in writing by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Purchaser, if the indemnified parties under this Article V consist of the Purchaser, by the Originator, if the indemnified parties in this Article V consist of the Originator, or by the related Seller Trust, if the indemnified parties in this Article V consist of such Seller Trust.
Each indemnified party, as a condition of the indemnity agreements contained in Section 5.01 (a) and (b) hereof, shall use its best efforts to cooperate with the indemnifying party in the
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defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to consent to a settlement of any action, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and the indemnifying party has not previously provided the indemnified party with written notice of its objection to such settlement. No indemnifying party shall effect any settlement of any pending or threatened proceeding in respect of which an indemnified party is or could have been a party and indemnity is or could have been sought hereunder, without the written consent of such indemnified party, unless settlement includes an unconditional release of such indemnified party from all liability and claims that are the subject matter of such proceeding.
(d)Β Β Β Β Β Β 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 and the Originator, on the one hand, and the Purchaser, on the other, shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the related Seller Trust, the Originator and the Purchaser in such proportions as shall be appropriate to reflect the relative benefits received by each Seller Trust and the Originator on the one hand and the Purchaser on the other from the sale of the Mortgage Loans such that the Purchaser is responsible for the lesser of (i) 0.25% thereof and (ii) 0.25% of the aggregate proceeds to the respective Seller Trust from the sale of the related Mortgage Loans and the Originator shall be responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each officer and director of the Purchaser and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Purchaser, each director of the Originator, each officer of the Originator, and each person, if any, who controls the Originator within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Originator 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.
(e)Β Β Β Β Β Β 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, (ii) arising from a breach by the Originator of its representations and warranties in Section 3.01 and 3.02 of this Agreement or
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(iii) related to the origination or prior servicing of the Mortgage Loans by reason of any acts, omissions, or alleged acts or omissions of the Originator, the related Seller or any servicer. The Originator shall immediately notify the Purchaser, the 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.
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ARTICLE VI.
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TERMINATION
Section 6.01Β Β Β Β 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.
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ARTICLE VII.
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MISCELLANEOUS PROVISIONS
Section 7.01Β Β Β Β 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, each Seller Trust and the Purchaser.
Section 7.02Β Β Β Β 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.
Section 7.03Β Β Β Β 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:
if to the Originator:
Option One Mortgage Corporation
3 Ada
Xxxxxx, XX 00000
Attention: C. Xxxxxx Xxxxxx
or such other address as may hereafter be furnished to the Purchaser and any Seller Trust in writing by the Originator.
if to the Purchaser:
Option One Mortgage Acceptance Corporation
3 Ada
Xxxxxx, XX 00000
Attention: C. Xxxxxx Xxxxxx
or such other address as may hereafter be furnished to any Seller and the Originator in writing by the Purchaser.
if to the Seller Trusts:
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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
c/o Wilmington Trust Company
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One Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
or such other address as may hereafter be furnished to the Originator and the Purchaser in writing by the related Seller.
Section 7.04Β Β Β Β 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.
Section 7.05Β Β Β Β 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.
Section 7.06Β Β Β 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.
Without limiting the generality of the foregoing, as a further inducement for the Purchaser to purchase the Mortgage Loans from the Sellers, the Originator will cooperate with the Purchaser in connection with the sale of any of the securities representing interests in the Mortgage Loans. In that connection, the Originator will provide to the Purchaser any and all information and appropriate verification of information, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall reasonably request and will provide to the Purchaser such additional representations and warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Originator as are reasonably required in connection with such transactions and the offering of investment grade securities rated by the Rating Agencies.
Section 7.07Β Β Β Β 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.
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Section 7.08Β Β Β Β 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 and the NIMs Insurer, if any. The NIMs Insurer, if any, 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.
Section 7.09Β Β Β Β 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.
Section 7.10Β Β Β Β 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.
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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 fist above written.
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Wilmington Trust Company, not in its | ||||||
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OPTION ONE OWNER TRUST 2005-8, | |||||||
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SCHEDULE I
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MORTGAGE LOANS OWNED BY THE ORIGINATOR
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SCHEDULE II
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A
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SCHEDULE III
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1B
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SCHEDULE IV
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2
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SCHEDULE V
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3
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SCHEDULE VI
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4
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SCHEDULE VII
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5
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SCHEDULE VIII
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6
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SCHEDULE IX
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2005-7
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SCHEDULE X
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MORTGAGE LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8
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SCHEDULE XI
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MORTGAGE LOANS IN HURRICANE AREAS
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EXHIBIT D
MORTGAGE LOAN SCHEDULE
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Collateral ID Pool State Zip -------------------------------------------------------------------------------------------------- 011077431 UBS CA 928402310 011077448 UBS CA 920844202 011077514 UBS NV 89108 011077515 UBS CA 908061415 011077533 UBS CA 926206205 011077618 UBS NV 891081926 011077683 UBS CA 92504 011077746 UBS CA 937264611 011077793 UBS CA 928809227 011078038 UBS CA 90746 021065030 UBS NV 894298426 021065273 UBS NV 894065216 021065505 UBS CA 953729703 021066901 UBS CA 955199002 021066937 UBS CA 953765646 021067006 UBS CA 959696007 021067106 UBS CA 961306800 021067160 UBS CA 945914805 021067291 UBS CA 95454 021067353 UBS CA 956204510 021067461 UBS CA 955621536 021067480 UBS CA 936116914 021067536 UBS CA 92544 021067550 UBS CA 95823 021067602 UBS CA 956328147 021067616 UBS CA 953072706 021067619 UBS CA 946023866 021067642 UBS CA 952065723 021067762 UBS CA 955036492 021067786 UBS CA 957769386 021067836 UBS CA 945656429 021067887 UBS CA 958242636 021067992 UBS CA 953662092 021068040 UBS CA 940444033 031036743 UBS CA 925442029 031036775 UBS CA 917095973 031036946 UBS CA 935526232 031037038 UBS CA 926883152 031037121 UBS CA 917904526 031037124 UBS CA 903021404 031037177 UBS CA 905022945 031037219 UBS CA 933066628 031037274 UBS CA 908052145 031037286 UBS CA 917093368 031037290 UBS CA 932801218 031037324 UBS CA 913202615 031037344 UBS CA 913452406 031037373 UBS CA 930651426 031037398 UBS CA 900182402 031037454 UBS CA 917546435 031037506 UBS CA 906604803 031037586 UBS CA 918011805 031037603 UBS CA 953405118 031037627 UBS CA 902203661 031037658 UBS CA 913424683 031037760 UBS CA 913605951 031037802 UBS CA 907062209 041067759 UBS IN 470200408 041069493 UBS IL 606521809 041069916 UBS IL 62223 041069951 UBS IL 618831643 041070436 UBS IL 610389417 041070692 UBS MO 641301948 041071023 UBS IN 467469521 041071072 UBS IN 477115163 041071163 UBS IL 604412630 041071172 UBS IL 606242617 041071288 UBS IL 604201029 041071312 UBS IL 601935032 041071314 UBS IN 463683660 041071353 UBS IL 606197428 041071362 UBS IN 463668743 041071376 UBS IL 608041449 041071383 UBS IL 606202937 041071401 UBS IL 604662110 041071404 UBS IN 461319513 041071420 UBS IL 601532014 041071442 UBS IL 626291227 041071461 UBS IL 60176 041071470 UBS IL 606602836 041071482 UBS IL 601878953 041071522 UBS KS 672052123 041071524 UBS IL 617048476 041071555 UBS IL 606172437 041071567 UBS KS 670379250 041071568 UBS MO 631102434 041071607 UBS MO 640248403 041071662 UBS IL 60646 041071679 UBS MI 491309789 041071730 UBS IL 600145050 041071740 UBS IL 611086531 041071805 UBS MO 630336303 041071836 UBS MO 633433711 041071859 UBS IL 606601708 041071865 UBS MO 631124231 041071867 UBS MO 631124231 041071881 UBS IL 600166326 041071899 UBS IL 604511728 041071922 UBS IL 604264481 041072284 UBS IL 609013720 051058792 UBS GA 303183321 051059793 UBS GA 30288 051060093 UBS GA 303186260 051060123 UBS GA 30087 051060264 UBS GA 31328 051060289 UBS GA 30314 051060294 UBS GA 30032 051060325 UBS GA 30646 051060381 UBS TN 37321 051060425 UBS GA 31636 051060546 UBS GA 30318 051060548 UBS GA 30240 051060569 UBS GA 30813 051060574 UBS GA 30571 051060664 UBS GA 305079554 051060685 UBS GA 319074210 061059685 UBS OH 446159780 061060873 UBS OH 452242123 061060985 UBS OH 451402427 061061092 UBS OH 442033113 061061384 UBS OH 450118243 061061392 UBS OH 440522251 061061393 UBS OH 440521336 061061456 UBS OH 440551346 061061470 UBS OH 445113547 061061573 UBS OH 436156032 061061610 UBS OH 441181109 061061632 UBS OH 446464032 061061714 UBS KY 410715317 061061764 UBS PA 152382517 061061838 UBS PA 165022012 061061857 UBS KY 410428231 061061881 UBS KY 410488215 061061901 UBS OH 453319247 061061915 UBS PA 165103532 061061925 UBS OH 442609531 061061966 UBS OH 436092818 061061971 UBS OH 438129062 061061972 UBS PA 196012442 061061988 UBS PA 15227 061062047 UBS PA 191431925 061062102 UBS PA 175011326 061062110 UBS OH 452302711 061062225 UBS OH 44705 071068568 UBS FL 34109 071068585 UBS FL 34608 071068640 UBS FL 34206 071068644 UBS FL 335582828 071068764 UBS FL 339315000 071068792 UBS FL 339124919 071068818 UBS FL 346388306 071068829 UBS FL 336344740 071068999 UBS FL 335111312 071069050 UBS FL 339367552 071069093 UBS FL 33716 071069186 UBS FL 33912 081056749 UBS VA 231495019 081057509 UBS VA 24184 081057822 UBS VA 234532819 081057841 UBS VA 24459 081057953 UBS VA 226102048 081058029 UBS VA 220307282 081058110 UBS VA 235041724 081058152 UBS VA 223155262 081058187 UBS VA 22482 081058207 UBS VA 241121283 081058281 UBS VA 23325 081058292 UBS VA 24151 081058295 UBS MD 20706 081058306 UBS VA 23701 081058316 UBS VA 22554 081058340 UBS VA 234351466 081058436 UBS VA 238035560 081058459 UBS VA 23222 081058547 UBS VA 23227 081058555 UBS VA 236665010 081058580 UBS VA 23451 081058600 UBS VA 24502 081058712 UBS VA 23666 081058768 UBS VA 22602 101049456 UBS TX 75189 101049757 UBS TX 78411 101050282 UBS TX 75205 101050315 UBS LA 704612442 101050322 UBS TX 762484984 101050534 UBS TX 75224 101050571 UBS TX 77449 101050683 UBS TX 752342258 101050704 UBS TX 76078 101050743 UBS FL 34288 101050791 UBS TX 78223 101050922 UBS TX 76092 101051011 UBS TX 76132 101051089 UBS FL 32765 111000398 UBS HI 967537419 111000484 UBS HI 967441834 111000570 UBS HI 967821238 121040181 UBS WI 548247473 121042291 UBS MN 551173702 121042564 UBS MN 554381804 121042705 UBS WI 542012007 121042736 UBS WI 535341118 121042769 UBS WI 532094573 121042783 UBS WI 544719765 121042785 UBS MN 563299132 121042797 UBS IA 50480 121042802 UBS WI 531503114 121042829 UBS MN 553179335 121042849 UBS MN 563621244 121042931 UBS WI 532282876 121042943 UBS WI 531865217 121043007 UBS IA 523329701 121043017 UBS WI 531219483 121043020 UBS MN 550334143 121043036 UBS WI 532223823 121043040 UBS MN 565159180 121043060 UBS WI 532133313 121043063 UBS WI 531427509 121043091 UBS WI 530611228 121043114 UBS WI 548802746 121043117 UBS WI 548806604 121043137 UBS MN 564792014 121043149 UBS IA 501585736 121043165 UBS WI 549013674 121043169 UBS IL 604265434 121043170 UBS IL 604265430 121043171 UBS IL 604285845 121043234 UBS MN 554113831 121043275 UBS WI 544098938 121043312 UBS WI 532193372 121043383 UBS SD 577011622 121043389 UBS IL 61281 121043596 UBS IA 50313 131032831 UBS OH 432301010 131032892 UBS KY 41040 131033869 UBS TN 37379 131034772 UBS KY 41039 131035059 UBS IN 470251429 131035100 UBS OH 45840 131035152 UBS KY 427438472 131035153 UBS OH 43147 131035167 UBS OH 43103 131035209 UBS OH 43731 131035242 UBS KY 421014220 131035278 UBS IN 462281406 131035304 UBS OH 43035 131035333 UBS KY 40509 131035358 UBS KY 42301 131035369 UBS KY 40346 131035379 UBS FL 33435 131035400 UBS KY 402132353 131035425 UBS KY 41653 131035428 UBS KY 40744 131035437 UBS OH 44854 131035458 UBS KY 40037 131035582 UBS OH 454201839 131035589 UBS KY 40601 131035611 UBS OH 432271915 131035650 UBS OH 440357278 141048172 UBS CT 066157517 141048524 UBS CT 060761269 141048588 UBS NY 142063124 141048878 UBS CT 060405960 141049124 UBS CT 060372128 141049193 UBS NY 144248304 141049285 UBS PA 18336 141049447 UBS NY 11772 141049599 UBS MA 013012102 141049661 UBS NY 142172618 141049808 UBS NY 121822123 141049812 UBS CT 060952031 141049838 UBS CT 062592112 141049898 UBS CT 060022848 141049942 UBS CT 069032229 141049950 UBS NY 120103620 141050003 UBS NY 117562613 141050136 UBS NY 119713058 141050184 UBS CT 068245748 141050235 UBS CT 065144820 141050251 UBS NY 117292620 141050317 UBS NY 119632301 141050323 UBS NY 122042641 141050341 UBS NY 144879216 141050344 UBS NY 117172337 141050367 UBS CT 06106 141050387 UBS NY 117022919 141050446 UBS NY 117422316 141050449 UBS CT 062321030 141050457 UBS NY 115506517 141050475 UBS NY 125537551 141050495 UBS NY 121893809 141050513 UBS CT 065165414 141050519 UBS NY 117068733 141050621 UBS MA 011062023 141050648 UBS NY 116921854 141050693 UBS NY 117465409 141050816 UBS CT 060169743 151029897 UBS PA 190204940 151030066 UBS PA 173569227 151030081 UBS PA 189239634 151030122 UBS PA 191513308 151030124 UBS PA 187024820 151030128 UBS PA 18254 151030153 UBS PA 189441037 151030228 UBS PA 184311409 151030258 UBS DE 197207698 151030293 UBS PA 191381611 151030306 UBS PA 180629233 151030325 UBS PA 190825406 151030356 UBS PA 190675957 151030362 UBS PA 18508 151030602 UBS PA 185051847 161043595 UBS MA 015811943 161044057 UBS RI 029095205 161044517 UBS CT 067053135 161044738 UBS NH 031034314 161044804 UBS MA 014521433 161044820 UBS RI 029101335 161044946 UBS MA 027033120 161045063 UBS RI 028796105 161045086 UBS MA 02090 171026396 UBS AZ 856412554 171026583 UBS AZ 853389562 171026607 UBS AZ 852429173 171026750 UBS AZ 853320000 171026951 UBS AZ 852194349 171027046 UBS AZ 852329083 171027834 UBS AZ 853392969 171027995 UBS AZ 850416384 171028001 UBS AZ 852076728 171028009 UBS AZ 863265722 171028028 UBS AZ 850342449 171028050 UBS AZ 852061829 171028077 UBS AZ 853741821 171028086 UBS AZ 852968713 171028097 UBS AZ 857114702 171028098 UBS AZ 856144151 171028099 UBS NV 890522668 171028107 UBS AZ 850173529 171028124 UBS AZ 850335717 171028234 UBS AZ 850437428 171028329 UBS AZ 852964989 171028503 UBS AZ 85735 191025692 UBS WA 993208524 191025826 UBS ID 834425801 191025872 UBS WA 982085437 191025913 UBS WA 983468459 191026141 UBS WA 990378523 191026436 UBS AZ 852251722 191026443 UBS WA 982704318 191026612 UBS AZ 853021921 191026675 UBS WA 980313459 191026736 UBS WA 991199669 191026828 UBS WA 984452266 191027124 UBS WA 984983839 211032831 UBS NC 287145083 211033359 UBS SC 297306249 211033646 UBS MD 217881666 211034020 UBS GA 305412410 211034258 UBS GA 303443740 211034406 UBS VA 23503 211034477 UBS MD 217697202 211034518 UBS VA 236029531 211034670 UBS NC 275026262 211034785 UBS VA 233225228 211034793 UBS MD 21114 211034852 UBS MD 207471246 211034898 UBS SC 292032042 211034910 UBS MD 212164341 211034936 UBS GA 300140583 211035107 UBS KY 421648370 211035125 UBS DC 200191309 211035139 UBS MD 207442220 211035142 UBS VA 201761821 211035163 UBS NJ 080651705 211035172 UBS NC 276105392 211035219 UBS NC 27376 211035252 UBS NC 281702143 211035298 UBS TN 376047308 211035304 UBS NC 275266924 211035521 UBS VA 234511051 211035701 UBS MD 212112622 231068200 UBS NY 109246031 231069166 UBS NJ 077289143 231069227 UBS VA 236641817 231069271 UBS FL 339937706 231069473 UBS PA 162142425 231069870 UBS NY 125504924 231069871 UBS NY 125504924 231070290 UBS MA 027671503 231070694 UBS NY 142012013 231071039 UBS NH 32613908 231071049 UBS NJ 071121415 231071319 UBS MA 018523723 231071561 UBS PA 151391333 231071600 UBS NJ 71122139 231071656 UBS MD 217016364 231071682 UBS CT 060023804 231071700 UBS PA 190075113 231071889 UBS MA 010563018 231072037 UBS PA 191544034 231072168 UBS NH 032344627 231072239 UBS MA 023605251 231072274 UBS VT 054689774 231072299 UBS CT 060108958 231072312 UBS NJ 086291704 231072330 UBS NY 130398748 231072336 UBS CT 064151806 231072358 UBS RI 029208020 231072468 UBS NH 032461628 231072509 UBS CT 068242523 231072557 UBS NJ 082101333 231072570 UBS NJ 073041172 231072595 UBS NJ 076752334 231072638 UBS NJ 08065 231072723 UBS NJ 070631429 231072806 UBS NY 103054408 231072816 UBS MA 020453262 231072821 UBS NH 038013817 231072877 UBS NJ 088652969 231072879 UBS VT 054569876 231072896 UBS NJ 074601211 231072929 UBS MA 027662929 231072946 UBS RI 029092501 231072977 UBS PA 191492909 231072996 UBS FL 334111883 231073032 UBS GA 304672339 231073050 UBS MA 01037 231073088 UBS RI 028883926 231073220 UBS CT 067905164 231073248 UBS ME 039055112 231073343 UBS CT 060132014 231073424 UBS NJ 088372656 231073749 UBS DE 197024139 231073801 UBS NY 147017127 231073958 UBS NJ 87595622 251038286 UBS CA 95726 251038323 UBS CA 936482733 251038338 UBS CA 93906 261053309 UBS FL 341203588 261053782 UBS FL 338433534 261053855 UBS OH 458509707 261053961 UBS FL 330182992 261054050 UBS AL 359601719 261054145 UBS FL 331791884 261054197 UBS TN 373879658 261054210 UBS AL 350235506 261054237 UBS AL 355794309 261054309 UBS TN 383154376 261054583 UBS AL 368630000 271023507 UBS NH 030484621 271023740 UBS MI 48238 271023766 UBS TX 770915202 271023855 UBS MI 488199764 271023917 UBS MI 494569778 271023984 UBS NY 11510 271023988 UBS PA 15321 271024030 UBS NY 116911785 271024041 UBS MD 210155748 271024062 UBS NJ 80485036 271024072 UBS NE 68137 271024144 UBS RI 029113407 271024147 UBS MN 553504361 271024201 UBS CA 926724331 271024220 UBS CA 952229514 271024230 UBS RI 029091830 271024234 UBS CA 921132725 271024254 UBS MN 567324321 271024282 UBS NJ 070112818 271024289 UBS NJ 085273352 271024296 UBS MN 56215 271024314 UBS AZ 857304003 271024325 UBS AZ 853263841 271024331 UBS AZ 857429575 271024347 UBS PA 191521821 271024465 UBS VA 242012302 271024556 UBS IN 464104431 281016718 UBS PA 191263918 281016893 UBS DE 199333112 281017085 UBS PA 150633301 281017142 UBS PA 156426605 281017144 UBS PA 191423214 281017162 UBS PA 171116990 281017204 UBS PA 180526221 281017224 UBS PA 151083329 281017312 UBS PA 170113818 281017332 UBS MD 211331537 291001442 UBS TN 381117936 291001497 UBS GA 305134073 291001637 UBS GA 313265039 291001715 UBS FL 334673504 291001761 UBS FL 338306911 291001781 UBS FL 330762408 291001788 UBS GA 303186836 291001795 UBS FL 322463211 291001802 UBS FL 322094263 291001870 UBS FL 346521201 291001872 UBS FL 327132933 291001896 UBS FL 322082936 291001944 UBS KY 423675465 291001995 UBS FL 322187536 291002007 UBS GA 300132235 291002056 UBS FL 325349618 291002234 UBS FL 335472231 301001468 UBS OR 972301805 301002385 UBS OR 977399730 301002597 UBS OR 970070000 301002609 UBS ID 836385122 301002749 UBS ID 836173149 301002766 UBS OR 971383615 301002823 UBS OR 970158228 301002834 UBS ID 834015748 301002847 UBS ID 834068381 301002927 UBS OR 974119164 311027711 UBS NJ 082341917 311028073 UBS NJ 071111355 311028155 UBS NJ 080852531 311028161 UBS NJ 082153063 311028176 UBS NJ 080302038 311028204 UBS NJ 080155232 311028240 UBS NJ 081043510 311028276 UBS PA 191411414 311028278 UBS PA 191261532 311028293 UBS NJ 083602633 311028306 UBS NJ 080888527 311028316 UBS NJ 081072323 311028339 UBS NJ 087534763 311028370 UBS NJ 070621444 311028403 UBS NJ 082054705 311028429 UBS NJ 086181958 321028909 UBS UT 841201778 321028960 UBS UT 840829795 321028989 UBS CO 810043208 321029006 UBS CO 809041741 321029037 UBS CO 802112660 321029046 UBS UT 840541712 321029063 UBS CO 802326360 321029113 UBS CO 803028715 321029165 UBS UT 841204532 321029167 UBS CO 800044748 321029218 UBS CO 800222254 321029234 UBS UT 840940621 321029277 UBS WY 826013982 321029289 UBS CO 801232921 321029293 UBS CO 80453 321029295 UBS CO 803034203 321029347 UBS CO 801188525 321029378 UBS UT 840433777 321029397 UBS CO 800335564 321029427 UBS UT 840441972 321029446 UBS UT 841093536 321029448 UBS CO 810076117 321029453 UBS CA 92026 321029481 UBS CO 806319069 321029598 UBS CO 801296965 331039115 UBS CT 06606 331039301 UBS NY 10524 331039463 UBS NY 10472 331039527 UBS NY 12601 331039662 UBS NY 14610 331039674 UBS NY 14607 331039681 UBS NY 14610 331039726 UBS NY 107011939 331039913 UBS NY 10462 331039961 UBS FL 32807 331039999 UBS NY 11422 331040111 UBS NY 12601 331040141 UBS NJ 07013 331040165 UBS NY 11236 331040432 UBS PA 19143 331040437 UBS NJ 07666 331040455 UBS NY 11236 331040476 UBS NY 10512 331040619 UBS NY 11221 331040687 UBS NJ 07422 331040694 UBS NY 12550 331040910 UBS NY 10604 341026256 UBS NC 28215 341026347 UBS NC 272149051 341026947 UBS NC 273306337 341026974 UBS FL 325047206 341027230 UBS SC 290738943 341027262 UBS NC 277042931 341027264 UBS NC 275978190 341027269 UBS NC 277058232 341027313 UBS VA 223091445 341027363 UBS NC 280376755 341027369 UBS NC 272626965 341027402 UBS NC 282135860 341027449 UBS NC 282778846 341027487 UBS GA 303170000 341027496 UBS NC 281148753 341027497 UBS NC 279279656 341027499 UBS NC 283042934 341027500 UBS NC 274068085 341027524 UBS SC 295824922 341027588 UBS SC 295505406 351029074 UBS TX 787331248 351029794 UBS TX 770233807 351029830 UBS TX 774015226 351029870 UBS TX 775912167 351030040 UBS TX 786345424 351030338 UBS TX 787175435 351030342 UBS TX 785778711 351030550 UBS TX 773738623 351030580 UBS TX 770044908 361026836 UBS MI 483125630 361027222 UBS MI 481413124 361027328 UBS MI 484399175 361027341 UBS MI 492211131 361027350 UBS MI 482042505 361027459 UBS MI 482171189 361027666 UBS MI 482214919 361027711 UBS MI 481464208 371027025 UBS FL 32583 371027648 UBS FL 328333612 371027756 UBS FL 33543 371027971 UBS FL 34472 371028012 UBS FL 329407702 371028149 UBS FL 328253812 371028366 UBS FL 33870 371028525 UBS FL 32725 371028542 UBS FL 336173409 371028625 UBS FL 32071 371028788 UBS FL 327141808 371028854 UBS FL 32225 371028914 UBS FL 32277 371028951 UBS FL 32904 371028952 UBS FL 329077115 371029166 UBS FL 34470 371029255 UBS FL 32763 381023916 UBS RI 028602409 381024037 UBS NH 03281 381024089 UBS ME 03910 381024170 UBS FL 347463653 381024242 UBS FL 346982014 381024243 UBS CT 064131723 381024317 UBS FL 346982529 391013890 UBS TN 378262446 391014767 UBS GA 307218439 391014799 UBS GA 307071641 401003917 UBS WI 540176424 401003952 UBS VA 22313 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MA 15071472 381024054 HSBC ME 04217 381024516 HSBC MA 26441553 381024744 HSBC MA 21696344 391014564 HSBC TN 381064909 391014742 HSBC AL 352063652 391014830 HSBC TN 373127019 391014848 HSBC AL 361163701 391014868 HSBC TN 371015218 391014921 HSBC TN 373276560 391014941 HSBC TN 381410456 391015014 HSBC AL 362723504 391015144 HSBC TN 378141925 401003277 HSBC FL 333137607 401003359 HSBC DE 19975 401003467 XXXX XX 00000 401003527 HSBC CO 809163214 401003555 HSBC IL 60445 401003609 HSBC NY 117725212 401003624 HSBC VT 05255 401003744 HSBC TX 752112864 401003807 HSBC OK 731621759 401003811 XXXX XX 00000 401003829 HSBC MI 481251520 401003860 HSBC UT 840108054 401003882 XXXX XX 00000 401003908 HSBC NY 109584619 401003975 HSBC VA 231819711 401004017 HSBC DE 199435805 401004052 HSBC VA 201201863 401004066 HSBC PA 193631807 401004078 HSBC CA 906803543 401004086 HSBC IN 477154505 401004089 HSBC PA 19121 401004098 HSBC MD 210455253 401004103 HSBC CA 917863725 401004108 HSBC MD 207433954 401004190 HSBC 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631009319 HSBC CA 937053119 631009364 HSBC CA 957585666 631009530 HSBC CA 922232425 631009537 HSBC CA 958265054 631009554 XXXX XX 00000 631009597 HSBC CA 920653125 631009816 HSBC CA 913114609 641011228 HSBC TX 76048 641011347 XXXX XX 00000 641011601 XXXX XX 00000 641011748 XXXX XX 00000 641011819 XXXX XX 00000 641011963 XXXX XX 00000 641012102 XXXX XX 00000 641012103 XXXX XX 00000 641012105 XXXX XX 00000 641012118 XXXX XX 00000 641012120 XXXX XX 00000 641012206 XXXX XX 00000 641012283 XXXX XX 00000 641012288 XXXX XX 00000 641012290 XXXX XX 00000 641012318 XXXX XX 00000 641012336 XXXX XX 00000 641012382 XXXX XX 00000 641012386 XXXX XX 00000 641012416 XXXX XX 00000 641012440 XXXX XX 00000 641012453 XXXX XX 00000 641012501 XXXX XX 00000 641012535 XXXX XX 00000 641012563 XXXX XX 00000 641012580 XXXX XX 00000 641012612 XXXX XX 00000 641012660 XXXX XX 00000 641012806 XXXX XX 00000 641012901 XXXX XX 00000 651011586 XXXX XX 00000 651011715 HSBC MA 21503531 651011802 HSBC NY 104664402 651012128 HSBC MD 21216 651012148 XXXX XX 00000 651012376 HSBC NY 149031228 651012606 HSBC TN 38050 651012648 HSBC KY 404757512 651012665 XXXX XX 00000 651012717 HSBC MS 389519747 651012742 XXXX XX 00000 386 651012753 XXXX XX 00000 651012794 HSBC IN 472014730 651012928 HSBC MI 490179779 651012935 XXXX XX 00000 661008669 HSBC CA 959654227 661009523 HSBC CA 925083166 661009572 HSBC CA 928814427 661009741 HSBC CA 921261338 661009898 HSBC CA 925623307 661009918 HSBC CA 923766003 661009993 HSBC CA 924111345 671005846 HSBC NV 890154185 671006394 HSBC CT 62501521 671006764 HSBC CA 956280000 671006828 HSBC CA 952093501 671006833 HSBC CA 952093501 671006835 XXXX XX 00000 671007176 HSBC CA 935351602 681007645 HSBC ME 04091 681007938 HSBC MA 019704661 681008279 HSBC NH 03037 681008553 HSBC MA 021481610 681008586 HSBC ME 044164008 681008601 HSBC MA 18261120 681008612 HSBC VT 05650 681008625 HSBC NH 037432437 681008659 HSBC VT 5641 681008729 HSBC VT 057779473 681008792 HSBC VT 056829645 681008815 HSBC NH 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DRY VA 22630 081058468 SFC DRY VA 23234 081058543 SFC DRY VA 23832 081058557 SFC DRY VA 23231 081058998 SFC DRY VA 220321307 101049387 SFC DRY TX 768022139 101050285 SFC DRY TX 75181 101050359 SFC DRY TX 75459 101050379 SFC DRY TX 76012 101050383 SFC DRY TX 760286389 101050412 SFC DRY TX 751155023 101050418 SFC DRY TX 76801 101050503 SFC DRY TX 77449 101050549 SFC DRY TX 75061 101050560 SFC DRY TX 752241369 101050633 SFC DRY TX 76010 101050650 SFC DRY TX 75134 101050657 SFC DRY TX 75860 101050699 SFC DRY TX 750713538 101050716 SFC DRY TX 76180 101050786 SFC DRY TX 76148 101050827 SFC DRY TX 78641 121042585 SFC DRY IA 528042641 121042651 SFC DRY WI 540238614 121042722 SFC DRY WI 532355445 121042734 SFC DRY WI 530321030 121042780 SFC DRY WI 532162915 121042784 SFC DRY MN 554451660 121042790 SFC DRY WI 535348777 121042836 SFC DRY MN 553649194 121042860 SFC DRY WI 530379219 121042884 SFC DRY IL 604319160 121042921 SFC DRY IA 507023925 121042969 SFC DRY WI 532183645 121042980 SFC DRY WI 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131035276 SFC DRY OH 43228 131035291 SFC DRY KY 42724 131035336 SFC DRY OH 433261408 131035343 SFC DRY OH 43078 131035373 SFC DRY KY 406013534 131035393 SFC DRY KY 402183350 131035466 SFC DRY KY 40205 131035480 SFC DRY OH 44907 141048703 SFC DRY NY 117061752 141049923 SFC DRY CT 060406910 141049963 SFC DRY MA 027473552 141049967 SFC DRY CT 064515226 141049979 SFC DRY NY 103143720 141050001 SFC DRY CT 068514233 141050026 SFC DRY MA 11042958 141050086 SFC DRY FL 32976 141050102 SFC DRY MA 011042525 141050133 SFC DRY NY 115522136 141050154 SFC DRY NY 117892626 141050286 SFC DRY NY 117722519 141050348 SFC DRY NY 117874805 141050454 SFC DRY CT 060403406 141050461 SFC DRY NJ 088301123 141050499 SFC DRY FL 349831722 141050529 SFC DRY CT 063511306 141050613 SFC DRY NY 11720 151029334 SFC DRY PA 184534539 151029814 SFC DRY PA 190011505 151029847 SFC DRY PA 18656 151029872 SFC DRY DE 198025303 151030022 SFC DRY PA 173219345 151030070 SFC DRY PA 190552328 151030145 SFC DRY DE 198023717 151030188 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FL 330236612 261053937 SFC DRY FL 336244348 261053962 SFC DRY AL 368634384 261053998 SFC DRY FL 337814801 261054066 SFC DRY FL 33624 261054086 SFC DRY MS 390464882 261054191 SFC DRY MS 394659751 261054219 SFC DRY GA 317633277 261054258 SFC DRY FL 327204959 271023744 SFC DRY AZ 857451354 271023798 SFC DRY MI 487064516 271023928 SFC DRY MA 021357569 271023951 SFC DRY NV 891288460 271024130 SFC DRY MA 019451663 271024176 SFC DRY MA 023604438 271024232 SFC DRY PA 170671332 281016365 SFC DRY NY 145591132 281016640 SFC DRY NY 136562179 281016735 SFC DRY PA 191243502 281016874 SFC DRY PA 159549128 281017091 SFC DRY NY 142231436 281017114 SFC DRY PA 160568517 281017170 SFC DRY PA 154253345 281017175 SFC DRY NY 146131333 281017354 SFC DRY PA 171121742 301001539 SFC DRY WA 986711726 301002398 SFC DRY OR 973519713 301002620 SFC DRY ID 836424168 301002630 SFC DRY WA 984666617 301002781 SFC DRY OR 973669644 301002795 SFC DRY ID 832741319 311028205 SFC DRY NJ 83182749 311028212 SFC DRY NJ 088792535 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SFC DRY NY 11570 331040527 SFC DRY NY 10977 331040562 SFC DRY FL 32825 331040656 SFC DRY NY 10473 341027137 SFC DRY SC 290639307 341027234 SFC DRY NC 271073722 341027401 SFC DRY NC 285464652 341027413 SFC DRY SC 297328523 341027463 SFC DRY NC 274068555 351029111 SFC DRY TX 775904840 351029230 SFC DRY TX 770368600 351029264 SFC DRY TX 77489 351029317 SFC DRY TX 786525629 351029700 SFC DRY TX 77339 351029751 SFC DRY TX 770762505 351029824 SFC DRY FL 322573963 351029847 SFC DRY TX 773519068 351029904 SFC DRY TX 770445080 351029990 SFC DRY TX 770893626 351029997 SFC DRY TX 781554032 351030000 SFC DRY TX 77650 351030022 SFC DRY TX 77396 351030164 SFC DRY TX 773853699 351030234 SFC DRY TX 785503304 351030242 SFC DRY TX 774477858 351030313 SFC DRY TX 779014225 351030314 SFC DRY TX 773963460 351030545 SFC DRY TX 770047507 361025719 SFC DRY MI 480211477 361026387 SFC DRY MI 481853261 361026495 SFC DRY MI 481831425 361026783 SFC DRY MI 49715 361026940 SFC DRY MI 480013039 361027048 SFC DRY MI 486021216 361027072 SFC DRY MI 489331003 361027085 SFC DRY MI 481829201 361027090 SFC DRY MI 492213829 361027140 SFC DRY MI 492861740 361027154 SFC DRY MI 492729762 361027160 SFC DRY MI 480913376 361027165 SFC DRY MI 481937413 361027234 SFC DRY MI 486032973 361027270 SFC DRY MI 481953801 361027276 SFC DRY MI 482401160 361027346 SFC DRY MI 486034119 361027349 SFC DRY MI 483133046 371027311 SFC DRY FL 324085713 371027614 SFC DRY FL 329079201 371027659 SFC DRY FL 33837 371028068 SFC DRY FL 34470 371028202 SFC DRY FL 34420 371028369 SFC DRY FL 32738 371028381 SFC DRY FL 33322 371028449 SFC DRY FL 32095 371028492 SFC DRY FL 32207 371028588 SFC DRY FL 33610 371028648 SFC DRY FL 33055 371028678 SFC DRY FL 32725 371028720 SFC DRY FL 327657084 371028739 SFC DRY FL 321748005 371028790 SFC DRY FL 34491 371028807 SFC DRY FL 329625450 371028816 SFC DRY FL 32819 371028883 SFC DRY FL 32713 371028977 SFC DRY FL 34475 371029006 SFC DRY FL 32164 371029088 SFC DRY FL 328255597 381023372 SFC DRY RI 029054122 381023460 SFC DRY MA 17761619 381023511 SFC DRY RI 02908 381023688 SFC DRY MA 027903729 381023851 SFC DRY CT 062781930 381023968 SFC DRY MA 020811106 381023985 SFC DRY MA 025711874 381023989 SFC DRY CT 060401909 381024041 SFC DRY MA 026451730 381024094 SFC DRY RI 028401912 381024098 SFC DRY MA 023016959 381024129 SFC DRY MA 015703570 381024175 SFC DRY MA 023332303 381024176 SFC DRY MA 027036434 381024293 SFC DRY FL 337093501 381024336 SFC DRY MA 02740 381024366 SFC DRY RI 028653808 381024381 SFC DRY MA 02302 391013614 SFC DRY LA 700682233 391013815 SFC DRY TN 378073025 391014023 SFC DRY LA 704662828 391014212 SFC DRY LA 700582151 391014537 SFC DRY GA 307286388 391014583 SFC DRY LA 705072475 391014615 SFC DRY AL 356304614 391014719 SFC DRY LA 700183219 391014720 SFC DRY AL 366133959 391014751 SFC DRY TN 37764 391014752 SFC DRY GA 307411168 391014761 SFC DRY GA 302537434 391014792 SFC DRY TN 374152409 391014821 SFC DRY AL 365719428 391014831 SFC DRY GA 307423815 391014927 SFC 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121042779 GWICH DRY WI 544528233 121042806 GWICH DRY WI 535115928 121042830 GWICH DRY WI 530271757 121042930 GWICH DRY WI 546188541 121042959 GWICH DRY MN 553052327 121042986 GWICH DRY WI 535321050 121043016 GWICH DRY WI 530734347 121043050 GWICH DRY WI 540177209 121043099 GWICH DRY MN 550406267 121043166 GWICH DRY MN 557878614 121043184 GWICH DRY MN 553163562 121043192 XXXXX XXX XX 00000 121043197 XXXXX XXX XX 00000 121043229 GWICH DRY MN 550087560 121043255 GWICH DRY WI 530749759 121043267 XXXXX XXX XX 00000 121043292 GWICH DRY IA 510312305 121043331 XXXXX XXX XX 00000 121043333 GWICH DRY SD 577028904 121043349 GWICH DRY WI 532162231 121043364 GWICH DRY WI 537193430 121043402 GWICH DRY MN 554214026 121043408 GWICH DRY WI 530946531 121043410 GWICH DRY SD 577019715 121043429 GWICH DRY WI 530662905 121043451 GWICH DRY NE 681121754 121043504 GWICH DRY MN 554214441 121043510 GWICH DRY MN 554051001 121043512 GWICH DRY IL 600301702 121043524 GWICH DRY WI 546691254 121043553 GWICH DRY MN 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335563308 381024551 GWICH DRY MA 023701617 381024590 GWICH DRY RI 028956601 381024591 GWICH DRY CT 064752007 381024815 GWICH DRY RI 29091230 391014625 GWICH DRY AL 356192644 391014775 GWICH DRY TN 370642135 391014812 GWICH DRY TN 370753961 391014857 GWICH DRY AL 362658261 391014864 GWICH DRY TN 372102811 391014877 GWICH DRY TN 373238215 391015058 GWICH DRY TN 380595077 401003222 GWICH DRY TX 765423219 401003468 GWICH DRY CT 065161208 401003550 GWICH DRY TX 754726334 401003569 GWICH DRY FL 331822449 401003601 GWICH DRY CA 917862133 401003615 GWICH DRY TX 756578252 401003622 GWICH DRY CA 936355315 401003662 GWICH DRY CA 923589623 401003675 GWICH DRY MD 208765529 401003676 XXXXX XXX XX 00000 401003768 GWICH DRY FL 347583235 401003776 GWICH DRY MN 563791132 401003816 GWICH DRY CA 902223719 401003838 GWICH DRY MD 207463833 401003884 GWICH DRY NJ 80611040 401003890 XXXXX XXX XX 00000 401003932 GWICH DRY NY 125225903 401003960 GWICH DRY OH 453859518 401003965 GWICH DRY PA 180452737 401003968 GWICH DRY CA 928601695 401003972 GWICH DRY TX 760877815 401003976 GWICH DRY CA 956614424 401003994 XXXXX XXX XX 00000 401004022 GWICH DRY CA 936380635 401004031 XXXXX XXX XX 00000 401004032 GWICH DRY MA 020382856 401004048 GWICH DRY NJ 087213446 401004061 GWICH DRY WA 981446324 401004157 GWICH DRY MD 20746 401004216 GWICH DRY MA 021882801 401004247 GWICH DRY NH 030384054 401004291 GWICH DRY VA 235033033 511037284 GWICH DRY OR 973223986 511037426 GWICH DRY CA 925307324 511037478 GWICH DRY AZ 853644890 511037713 GWICH DRY OR 970139525 511037777 GWICH DRY CO 815012526 511037781 GWICH DRY CO 800162024 511037847 GWICH DRY WA 985209505 511037853 GWICH DRY NV 890305125 511037914 GWICH DRY CO 801077825 511038005 GWICH DRY NV 891091493 521028196 GWICH DRY OH 436132639 521028810 GWICH DRY OH 450423255 521028934 GWICH DRY KY 405053510 521028967 XXXXX XXX XX 00000 521028979 XXXXX XXX XX 00000 521029042 XXXXX XXX XX 00000 521029090 GWICH DRY FL 335593768 521029190 XXXXX XXX XX 00000 521029201 XXXXX XXX XX 00000 521029225 GWICH DRY IN 462051588 521029237 GWICH DRY IN 464102526 521029278 GWICH DRY IN 460649531 521029293 GWICH DRY MO 631146224 521029308 GWICH DRY OH 441463741 521029331 GWICH DRY MO 641581091 521029374 GWICH DRY MO 641552453 521029413 XXXXX XXX XX 00000 521029512 XXXXX XXX XX 00000 521029536 XXXXX XXX XX 00000 521029573 GWICH DRY MO 631381137 521029693 XXXXX XXX XX 00000 521029737 GWICH DRY MO 640839248 521029766 XXXXX XXX XX 00000 521029776 GWICH DRY MO 631372043 551006399 GWICH DRY TX 786243437 551006801 GWICH DRY TX 765435199 551007500 GWICH DRY TX 773386715 551007573 XXXXX XXX XX 00000 551007577 GWICH DRY TX 785397415 551007786 XXXXX XXX XX 00000 551008608 GWICH DRY TX 757037445 551008641 XXXXX XXX XX 00000 551008671 GWICH DRY TX 782452909 551008681 GWICH DRY TX 774336093 551008729 GWICH DRY OK 740552324 551008735 GWICH DRY TX 765497600 551008766 GWICH DRY TX 783742553 551008782 XXXXX XXX XX 00000 551008825 GWICH DRY TX 775466187 551008830 GWICH DRY TX 775032703 551008888 GWICH DRY TX 774896209 551008891 GWICH DRY TX 760022776 551008987 GWICH DRY TX 774744110 561003489 XXXXX XXX XX 00000 561003541 XXXXX XXX XX 00000 561003595 XXXXX XXX XX 00000 561003597 XXXXX XXX XX 00000 561003618 GWICH DRY FL 337091229 561003701 GWICH DRY FL 325692152 561003704 XXXXX XXX XX 00000 561003781 XXXXX XXX XX 00000 561003792 XXXXX XXX XX 00000 561003800 XXXXX XXX XX 00000 581001933 GWICH DRY WA 982238441 581001991 XXXXX XXX XX 00000 581001995 GWICH DRY WA 983748883 581002192 GWICH DRY ID 833415350 581002208 GWICH DRY WA 984985531 581002237 GWICH DRY WA 992011532 581002372 GWICH DRY ID 838158944 591000434 GWICH DRY MI 483092579 591000626 GWICH DRY MI 482052207 591000657 GWICH DRY MI 492249132 591000668 GWICH DRY MI 481971789 611018095 XXXXX XXX XX 00000 611018190 XXXXX XXX XX 00000 611018464 XXXXX XXX XX 00000 611018668 XXXXX XXX XX 00000 611018671 GWICH DRY NY 117065202 611018907 XXXXX XXX XX 00000 611019026 XXXXX XXX XX 00000 611019119 XXXXX XXX XX 00000 621008541 XXXXX XXX XX 00000 621009125 XXXXX XXX XX 00000 621010138 XXXXX XXX XX 00000 621010588 XXXXX XXX XX 00000 621010730 XXXXX XXX XX 00000 621010748 GWICH DRY FL 333171832 621010792 XXXXX XXX XX 00000 621010809 XXXXX XXX XX 00000 621010896 XXXXX XXX XX 00000 621010968 XXXXX XXX XX 00000 621010981 XXXXX XXX XX 00000 621011208 GWICH DRY FL 330685480 621011223 XXXXX XXX XX 00000 621011283 XXXXX XXX XX 00000 621011302 XXXXX XXX XX 00000 621011338 XXXXX XXX XX 00000 621011349 XXXXX XXX XX 00000 621011405 XXXXX XXX XX 00000 621011481 GWICH DRY FL 334175920 621011494 GWICH DRY FL 334671539 621011513 XXXXX XXX XX 00000 621011520 XXXXX XXX XX 00000 621011526 GWICH DRY FL 334342803 621011550 GWICH DRY FL 329083530 621011562 XXXXX XXX XX 00000 621011587 XXXXX XXX XX 00000 621011629 GWICH DRY FL 333122925 621011690 XXXXX XXX XX 00000 621011722 GWICH DRY FL 333241636 621011831 XXXXX XXX XX 00000 621011906 GWICH DRY FL 330674020 621011978 XXXXX XXX XX 00000 631009201 GWICH DRY CA 902664303 631009246 GWICH DRY CA 919151834 631009306 GWICH DRY CA 937227608 631009401 GWICH DRY CA 932929748 631009452 GWICH DRY CA 940803449 631009532 GWICH DRY CA 935346263 631009581 GWICH DRY CA 925624721 631009692 GWICH DRY CA 921392436 631009709 GWICH DRY CA 915011664 631009780 GWICH DRY CO 809109321 641008520 XXXXX XXX XX 00000 641011218 XXXXX XXX XX 00000 641011423 XXXXX XXX XX 00000 641011522 XXXXX XXX XX 00000 641011637 XXXXX XXX XX 00000 641011752 XXXXX XXX XX 00000 641011943 XXXXX XXX XX 00000 641011983 XXXXX XXX XX 00000 641012067 XXXXX XXX XX 00000 641012075 XXXXX XXX XX 00000 641012086 XXXXX XXX XX 00000 641012147 XXXXX XXX XX 00000 641012179 XXXXX XXX XX 00000 641012199 XXXXX XXX XX 00000 641012286 XXXXX XXX XX 00000 641012304 XXXXX XXX XX 00000 641012358 XXXXX XXX XX 00000 641012367 XXXXX XXX XX 00000 641012389 XXXXX XXX XX 00000 641012503 XXXXX XXX XX 00000 641012506 XXXXX XXX XX 00000 641012540 XXXXX XXX XX 00000 641012543 XXXXX XXX XX 00000 641012567 XXXXX XXX XX 00000 641012588 XXXXX XXX XX 00000 641012592 XXXXX XXX XX 00000 641012597 XXXXX XXX XX 00000 641012620 XXXXX XXX XX 00000 641012711 XXXXX XXX XX 00000 641012737 XXXXX XXX XX 00000 641012744 XXXXX XXX XX 00000 651011358 XXXXX XXX XX 00000 651012330 GWICH DRY GA 303287263 651012377 GWICH DRY MD 211226427 651012419 GWICH DRY NY 137605027 651012816 GWICH DRY DE 19808 651012821 XXXXX XXX XX 00000 651012871 XXXXX XXX XX 00000 661009271 GWICH DRY CO 801271208 661009702 GWICH DRY CA 956319742 661009770 GWICH DRY CA 923763711 661009781 GWICH DRY CA 945915739 661009815 GWICH DRY FL 344726122 661009832 GWICH DRY CA 925061856 661009935 GWICH DRY CA 935352722 661009982 GWICH DRY CA 948033133 661010080 GWICH DRY CA 922201847 661010094 GWICH DRY CA 917644253 661010097 GWICH DRY CA 925457020 661010135 GWICH DRY CA 936124446 661010262 GWICH DRY CA 953309532 661010279 GWICH DRY CA 917306620 661010299 GWICH DRY CA 945442331 661010313 GWICH DRY NV 890307301 661010381 GWICH DRY CA 930411219 671006203 GWICH DRY CA 917901921 671006729 GWICH DRY AZ 852480000 671006887 GWICH DRY CA 951362024 671006922 GWICH DRY CA 939064681 671006960 XXXXX XXX XX 00000 671007078 GWICH DRY CA 908103300 671007221 GWICH DRY CA 939553837 671007390 GWICH DRY CA 953638822 681007894 GWICH DRY ME 04062 681008001 GWICH DRY ME 048627004 681008203 XXXXX XXX XX 00000 681008263 XXXXX XXX XX 00000 681008268 GWICH DRY NH 032752111 681008306 GWICH DRY VT 057013612 681008381 GWICH DRY MA 25686452 681008391 XXXXX XXX XX 00000 681008397 XXXXX XXX XX 00000 681008409 GWICH DRY ME 049157085 681008444 GWICH DRY ME 040059722 681008459 GWICH DRY NH 037432613 681008477 GWICH DRY ME 041014427 681008505 GWICH DRY ME 04103 681008541 GWICH DRY VT 050388954 681008591 GWICH DRY ME 048564615 681008617 GWICH DRY NH 038673520 681008661 GWICH DRY ME 040922730 681008688 XXXXX XXX XX 00000 681008718 GWICH DRY ME 043423827 681008758 GWICH DRY ME 04951 681008831 GWICH DRY ME 040396614 681008872 GWICH DRY ME 042521828 681008934 GWICH DRY MA 018432919 691005203 GWICH DRY VA 201764823 691005327 GWICH DRY PA 191115842 691005365 GWICH DRY MD 210742850 691005441 GWICH DRY DE 198085747 691005475 GWICH DRY DC 200205511 691005483 GWICH DRY VA 201097589 691005507 GWICH DRY MD 207484287 701001802 XXXXX XXX XX 00000 711008094 XXXXX XXX XX 00000 711008115 XXXXX XXX XX 00000 711008234 XXXXX XXX XX 00000 711008254 GWICH DRY VT 5769 711008320 XXXXX XXX XX 00000 711008323 XXXXX XXX XX 00000 711008325 XXXXX XXX XX 00000 711008345 XXXXX XXX XX 00000 711008405 XXXXX XXX XX 00000 711008406 XXXXX XXX XX 00000 711008418 XXXXX XXX XX 00000 711008435 XXXXX XXX XX 00000 721008349 XXXXX XXX XX 00000 721008437 XXXXX XXX XX 00000 721008446 XXXXX XXX XX 00000 721008485 XXXXX XXX XX 00000 731011417 GWICH DRY SC 294057677 731012168 XXXXX XXX XX 00000 731012358 GWICH DRY NC 278587150 731012417 GWICH DRY VA 232346202 731012425 GWICH DRY MD 21133 731012643 GWICH DRY AL 359033250 731012843 GWICH DRY GA 301343266 741012273 GWICH DRY KY 402160000 741012451 GWICH DRY TN 376902832 741012737 GWICH DRY NC 283920000 741013139 GWICH DRY OH 430509731 741013212 GWICH DRY OH 441212030 741013246 GWICH DRY FL 333221040 741013269 GWICH DRY MI 497350000 741013302 GWICH DRY KY 421018914 741013356 GWICH DRY NC 275297793 741013360 GWICH DRY GA 300340000 741013493 GWICH DRY OH 442212607 741013566 GWICH DRY NY 142141158 761012744 GWICH DRY IN 46539 761012991 XXXXX XXX XX 00000 761013160 GWICH DRY IL 612821874 761013203 XXXXX XXX XX 00000 761013301 GWICH DRY MN 551104245 761013394 GWICH DRY IN 476702859 761013473 GWICH DRY IN 47331 761013491 GWICH DRY IL 61467 761013523 GWICH DRY WI 535461738 761013596 GWICH DRY IL 60443 761013600 GWICH DRY IN 46815 761013656 GWICH DRY IL 60628 771006720 XXXXX XXX XX 00000 771006880 XXXXX XXX XX 00000 771006894 XXXXX XXX XX 00000 771007026 XXXXX XXX XX 00000 771007055 XXXXX XXX XX 00000 781004792 GWICH DRY NJ 077534660 781004843 GWICH DRY NJ 078605113 781004951 GWICH DRY MI 486219712 791004234 GWICH DRY MO 630332841 791004291 GWICH DRY MO 636308293 791004355 GWICH DRY IA 515013327 791004446 GWICH DRY MO 640348214 791004495 GWICH DRY WY 826379650 791004505 GWICH DRY CO 804651115 841008100 GWICH DRY MI 481873979 841008490 GWICH DRY MI 481619537 841008651 GWICH DRY MI 496209488 841008718 GWICH DRY MI 490013663 841008770 GWICH DRY MI 490068328 841008832 GWICH DRY MI 494258527 841008908 GWICH DRY MI 496019563 841008966 GWICH DRY MI 483363829 841008989 GWICH DRY MI 493439402 841009000 GWICH DRY MI 484618910 841009021 GWICH DRY MI 482351169 851002017 GWICH DRY NJ 82059542 851002184 GWICH DRY NJ 076282224 871002111 GWICH DRY NJ 074707408 871002115 GWICH DRY NJ 80781942 871002258 GWICH DRY FL 331501016 871002353 GWICH DRY NJ 7036 871002516 GWICH DRY FL 338058565 011077005 WAREHOUSE WI 535111522 011077149 WAREHOUSE CO 802334046 011077490 WAREHOUSE CA 910402337 011077628 WAREHOUSE CT 62391530 011077699 WAREHOUSE CA 935223236 011077766 XXXXXXXXX XX 00000 011077767 XXXXXXXXX XX 00000 011077828 XXXXXXXXX XX 00000 011077830 XXXXXXXXX XX 00000 011077839 WAREHOUSE CA 907311351 011077853 WAREHOUSE CA 925924366 011077890 WAREHOUSE CA 928838925 011077895 XXXXXXXXX XX 00000 011077908 WAREHOUSE CA 917104550 011078104 XXXXXXXXX XX 00000 011078119 WAREHOUSE CA 945891412 011078134 WAREHOUSE CA 921732987 011078153 XXXXXXXXX XX 00000 011078186 XXXXXXXXX XX 00000 011078254 XXXXXXXXX XX 00000 011078264 XXXXXXXXX XX 00000 011078284 XXXXXXXXX XX 00000 021067400 WAREHOUSE CA 957654153 031037995 XXXXXXXXX XX 00000 061060724 WAREHOUSE OH 448511215 121040976 XXXXXXXXX XX 00000 191026941 WAREHOUSE WA 985843222 261053643 WAREHOUSE FL 330552237 291002103 WAREHOUSE FL 322107957 331040001 WAREHOUSE NY 105413754 331040195 XXXXXXXXX XX 00000 331040446 XXXXXXXXX XX 00000 351029557 WAREHOUSE TX 775816181 511037686 WAREHOUSE CO 801265544 511038199 XXXXXXXXX XX 00000 511038395 WAREHOUSE CA 936482229 511038455 WAREHOUSE CA 932309611 511038488 WAREHOUSE CA 900221415 511038701 XXXXXXXXX XX 00000 511038706 WAREHOUSE NV 891313208 511038713 XXXXXXXXX XX 00000 631009552 WAREHOUSE CA 921731411 641008224 XXXXXXXXX XX 00000 641009153 XXXXXXXXX XX 00000 651012520 WAREHOUSE IA 52803 651012531 WAREHOUSE MD 212163434 651012670 WAREHOUSE GA 314192913 651012749 WAREHOUSE TN 37811 651012770 WAREHOUSE MD 21060 651012846 WAREHOUSE NC 28227 651013019 WAREHOUSE AR 727128690 651013022 WAREHOUSE MI 496439274 651013042 WAREHOUSE AR 716659327 661007219 WAREHOUSE CA 925041114 661009796 WAREHOUSE CA 917413967 731011209 WAREHOUSE GA 31808 Collateral ID Loan Amount Principal and Interest (First PayRate Amount) Closedate ---------------------------------------------------------------------------------------------------------------------------------- 011077431 684,000.00 3,762.00 6.600 08/31/2005 011077448 405,000.00 2,089.13 6.190 08/26/2005 011077514 183,750.00 1,010.63 6.600 08/26/2005 011077515 480,000.00 2,862.43 5.950 08/30/2005 011077533 696,000.00 4,161.69 5.975 08/30/2005 011077618 159,000.00 793.68 5.990 08/26/2005 011077683 333,000.00 1,637.25 5.900 09/02/2005 011077746 180,000.00 1,227.92 7.250 08/31/2005 011077793 280,000.00 1,353.33 5.800 08/31/2005 011078038 360,000.00 2,097.00 6.990 09/02/2005 021065030 120,000.00 872.17 7.900 06/16/2005 021065273 165,000.00 1,303.95 8.800 08/31/2005 021065505 220,000.00 1,317.60 5.990 06/14/2005 021066901 256,000.00 1,559.62 6.150 08/20/2005 021066937 561,000.00 3,676.00 6.850 09/01/2005 021067006 161,000.00 1,065.74 6.950 09/01/2005 021067106 96,000.00 677.83 7.600 08/20/2005 021067160 370,500.00 2,099.50 6.800 08/22/2005 021067291 279,600.00 1,654.30 7.100 09/01/2005 021067353 380,000.00 1,979.17 6.250 08/19/2005 021067461 52,000.00 368.59 7.640 09/07/2005 021067480 249,600.00 1,164.80 5.600 08/30/2005 021067536 308,000.00 1,856.53 6.050 09/02/2005 021067550 194,000.00 1,161.88 5.990 08/31/2005 021067602 300,000.00 1,587.50 6.350 08/31/2005 021067616 292,000.00 1,557.33 6.400 09/01/2005 021067619 306,000.00 1,657.50 6.500 09/09/2005 021067642 266,500.00 1,764.09 6.950 08/31/2005 021067762 433,500.00 2,711.57 6.400 09/07/2005 021067786 369,000.00 2,278.00 6.275 09/02/2005 021067836 497,250.00 3,232.13 7.800 09/07/2005 021067887 247,500.00 1,082.81 5.250 09/03/2005 021067992 558,000.00 2,785.35 5.990 09/08/2005 021068040 586,000.00 3,540.42 7.250 09/09/2005 031036743 304,000.00 1,659.33 6.550 08/10/2005 031036775 325,000.00 1,706.25 6.300 08/20/2005 031036946 408,900.00 2,319.12 5.490 08/12/2005 031037038 470,000.00 2,346.08 5.990 08/30/2005 031037121 210,000.00 1,102.50 6.300 08/20/2005 031037124 200,000.00 2,095.79 12.250 09/02/2005 031037177 427,500.00 2,226.56 6.250 08/31/2005 031037219 168,750.00 1,105.75 6.850 09/01/2005 031037274 215,000.00 1,246.50 5.690 08/31/2005 031037286 391,500.00 2,218.50 6.800 08/31/2005 031037290 50,000.00 327.63 6.850 08/31/2005 031037324 219,750.00 1,926.84 9.990 09/09/2005 031037344 200,000.00 1,221.70 6.175 09/02/2005 031037373 592,250.00 3,133.99 6.350 09/01/2005 031037398 742,500.00 5,186.58 7.490 08/31/2005 031037454 300,000.00 1,875.00 7.500 08/30/2005 031037506 300,000.00 1,600.00 6.400 08/31/2005 031037586 432,000.00 2,653.26 6.900 08/31/2005 031037603 115,000.00 1,030.52 10.250 09/16/2005 031037627 354,350.00 1,904.63 6.450 09/14/2005 031037658 369,000.00 2,200.49 5.950 09/02/2005 031037760 360,000.00 1,710.00 5.700 09/02/2005 031037802 450,000.00 2,844.31 6.500 09/07/2005 041067759 55,000.00 476.58 9.850 06/21/2005 041069493 105,200.00 703.43 7.050 09/01/2005 041069916 109,250.00 886.92 9.100 09/01/2005 041069951 56,000.00 452.60 9.050 09/07/2005 041070436 312,000.00 1,820.00 7.000 09/02/2005 041070692 60,900.00 534.44 10.000 08/20/2005 041071023 81,000.00 643.02 8.850 09/08/2005 041071072 52,250.00 414.79 8.850 08/31/2005 041071163 185,200.00 1,314.02 7.650 08/25/2005 041071172 181,450.00 1,585.65 9.950 08/19/2005 041071288 120,000.00 1,004.65 9.450 09/01/2005 041071312 175,000.00 1,253.72 7.750 09/02/2005 041071314 145,800.00 916.77 6.450 09/02/2005 041071353 201,000.00 1,405.42 7.500 09/02/2005 041071362 118,750.00 904.68 8.400 08/30/2005 041071376 180,000.00 1,252.43 7.450 09/02/2005 041071383 142,500.00 1,229.53 9.800 09/08/2005 041071401 103,500.00 741.49 7.750 09/01/2005 041071404 109,000.00 822.72 8.300 09/01/2005 041071420 148,000.00 1,060.29 7.750 09/03/2005 041071442 69,300.00 508.02 7.990 09/01/2005 041071461 203,000.00 1,384.82 7.250 08/30/2005 041071470 117,800.00 935.16 8.850 09/07/2005 041071482 299,250.00 2,174.97 7.900 09/02/2005 041071522 151,500.00 1,279.42 9.550 09/01/2005 041071524 160,200.00 1,169.91 7.950 09/08/2005 041071555 108,500.00 696.53 6.650 09/02/2005 041071567 171,000.00 1,462.88 9.700 09/16/2005 041071568 120,900.00 1,092.38 10.350 08/31/2005 041071607 187,200.00 1,533.27 9.200 09/02/2005 041071662 280,000.00 1,742.26 6.350 09/16/2005 041071679 301,150.00 1,933.28 6.650 09/02/2005 041071730 145,600.00 1,093.84 8.250 09/01/2005 041071740 118,750.00 994.19 9.450 09/02/2005 041071805 134,100.00 923.91 7.350 09/09/2005 041071836 321,750.00 2,249.72 7.500 09/08/2005 041071859 144,400.00 1,136.00 8.750 09/16/2005 041071865 76,000.00 630.75 9.350 09/08/2005 041071867 77,900.00 646.52 9.350 09/08/2005 041071881 342,000.00 2,120.40 7.440 09/09/2005 041071899 137,700.00 1,039.34 8.300 09/09/2005 041071922 135,000.00 1,085.27 8.990 09/07/2005 041072284 78,850.00 648.68 9.250 09/16/2005 051058792 74,000.00 592.76 8.950 09/02/2005 051059793 85,600.00 607.34 7.650 07/27/2005 051060093 115,200.00 998.22 9.850 08/31/2005 051060123 99,000.00 972.84 11.400 09/08/2005 051060264 250,000.00 1,773.79 7.650 09/02/2005 051060289 147,250.00 1,147.92 8.650 09/12/2005 051060294 121,910.40 963.43 8.800 09/02/2005 051060325 103,500.00 732.57 7.625 09/08/2005 051060381 125,001.00 865.48 7.400 09/02/2005 051060425 81,000.00 571.92 7.600 09/07/2005 051060546 121,500.00 921.34 8.350 09/01/2005 051060548 121,500.00 925.63 8.400 09/08/2005 051060569 137,700.00 951.06 7.375 09/07/2005 051060574 144,000.00 1,083.34 8.265 09/08/2005 051060664 132,300.00 1,064.52 9.000 09/08/2005 051060685 90,000.00 641.66 7.700 09/08/2005 061059685 127,500.00 944.45 8.100 06/28/2005 061060873 126,900.00 1,034.79 9.150 09/02/2005 061060985 104,500.00 825.84 8.800 09/02/2005 061061092 132,300.00 934.14 7.600 08/31/2005 061061384 135,000.00 832.54 6.265 09/01/2005 061061392 95,000.00 770.55 9.090 08/24/2005 061061393 109,250.00 886.13 9.090 08/24/2005 061061456 75,050.00 627.78 9.440 08/24/2005 061061470 56,700.00 369.64 6.800 09/08/2005 061061573 71,250.00 572.78 8.990 09/09/2005 061061610 171,000.00 1,223.88 7.740 09/02/2005 061061632 151,312.50 1,087.16 7.780 09/03/2005 061061714 80,100.00 653.17 9.150 08/31/2005 061061764 188,000.00 1,326.13 7.590 09/09/2005 061061838 65,450.00 435.00 6.990 09/09/2005 061061857 113,000.00 714.24 6.500 09/01/2005 061061881 117,900.00 961.40 9.150 09/07/2005 061061901 128,250.00 848.95 6.950 09/08/2005 061061915 62,910.00 528.98 9.500 09/03/2005 061061925 224,675.00 1,464.71 6.800 09/02/2005 061061966 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92,300.00 861.60 10.750 09/01/2005 691005365 181,000.00 1,482.49 9.200 09/14/2005 691005441 143,000.00 1,171.25 9.200 09/08/2005 691005475 225,000.00 1,441.88 7.690 09/08/2005 691005483 178,000.00 1,184.24 7.000 09/03/2005 691005507 170,000.00 1,019.24 6.000 09/09/2005 701001802 214,000.00 1,237.63 6.940 09/02/2005 711008094 273,000.00 1,955.81 7.750 09/02/2005 711008115 50,250.00 448.42 10.200 09/01/2005 711008234 135,000.00 826.83 6.200 09/01/2005 711008254 103,500.00 949.85 10.540 09/15/2005 711008320 120,000.00 948.33 8.800 09/02/2005 711008323 493,000.00 3,276.63 6.990 09/01/2005 711008325 56,000.00 505.57 10.340 09/02/2005 711008345 84,000.00 663.23 8.790 09/02/2005 711008405 83,500.00 717.39 9.750 09/02/2005 711008406 180,000.00 1,270.93 7.600 09/12/2005 711008418 192,800.00 1,381.24 7.750 09/09/2005 711008435 182,000.00 1,156.35 6.550 09/02/2005 721008349 116,000.00 819.05 7.600 09/01/2005 721008437 76,000.00 589.00 9.300 09/02/2005 721008446 128,000.00 851.59 7.000 09/02/2005 721008485 103,120.00 736.42 8.250 09/02/2005 731011417 72,250.00 570.46 8.790 09/08/2005 731012168 126,000.00 902.68 7.750 09/12/2005 731012358 139,200.00 1,206.18 9.850 09/09/2005 731012417 116,000.00 802.21 7.950 09/02/2005 731012425 204,000.00 1,304.93 7.250 09/09/2005 731012643 124,000.00 815.83 6.890 09/09/2005 731012843 126,320.00 883.25 7.500 09/08/2005 741012273 95,000.00 739.24 8.630 09/07/2005 741012451 130,800.00 1,128.58 9.800 09/02/2005 741012737 90,400.00 644.52 7.700 08/31/2005 741013139 106,250.00 746.56 7.550 09/08/2005 741013212 121,500.00 1,078.54 6.800 09/08/2005 741013246 255,500.00 1,341.38 6.300 09/02/2005 741013269 95,200.00 755.75 8.850 09/02/2005 741013302 92,800.00 680.93 8.000 09/02/2005 741013356 101,600.00 752.60 8.100 09/08/2005 741013360 144,000.00 1,102.14 8.450 09/09/2005 741013493 114,300.00 790.61 7.390 09/02/2005 741013566 50,000.00 476.38 7.950 09/13/2005 761012744 107,200.00 779.14 7.900 09/09/2005 761012991 88,000.00 642.65 7.950 09/08/2005 761013160 103,500.00 919.78 10.150 09/01/2005 761013203 71,250.00 633.71 10.160 09/02/2005 761013301 187,920.00 1,326.86 7.600 09/02/2005 761013394 138,700.00 1,021.60 8.040 09/01/2005 761013473 67,500.00 619.47 10.540 09/09/2005 761013491 76,000.00 630.17 9.745 09/02/2005 761013523 88,000.00 636.53 7.850 09/13/2005 761013596 73,000.00 581.63 9.561 09/14/2005 761013600 67,120.00 574.20 9.700 09/09/2005 761013656 135,000.00 1,192.71 10.080 09/09/2005 771006720 104,000.00 963.01 10.650 09/13/2005 771006880 143,200.00 1,020.96 7.700 09/12/2005 771006894 52,000.00 385.19 8.100 09/02/2005 771007026 50,250.00 518.68 9.300 09/01/2005 771007055 72,900.00 637.06 9.950 09/12/2005 781004792 156,000.00 980.90 6.450 09/12/2005 781004843 232,000.00 1,317.16 6.250 09/08/2005 781004951 108,000.00 688.50 7.650 09/14/2005 791004234 134,000.00 1,016.13 8.350 09/08/2005 791004291 60,000.00 493.61 9.250 09/12/2005 791004355 90,999.00 722.40 8.850 09/09/2005 791004446 181,000.00 1,462.88 9.050 09/13/2005 791004495 72,000.00 681.85 7.850 09/14/2005 791004505 164,000.00 929.33 6.800 09/16/2005 841008100 163,468.00 1,513.67 10.650 09/14/2005 841008490 168,750.00 1,220.63 7.850 09/12/2005 841008651 100,000.00 600.00 7.200 09/09/2005 841008718 52,000.00 392.49 8.300 09/08/2005 841008770 108,000.00 707.68 6.850 09/14/2005 841008832 129,520.00 990.39 8.440 09/14/2005 841008908 130,000.00 899.03 7.950 09/13/2005 841008966 142,000.00 1,121.17 8.790 09/09/2005 841008989 131,200.00 1,132.03 9.800 09/13/2005 841009000 116,000.00 831.04 7.750 09/16/2005 841009021 93,280.00 687.71 8.050 09/15/2005 851002017 320,000.00 2,139.72 7.050 09/08/2005 851002184 332,000.00 2,019.67 7.300 09/12/2005 871002111 307,200.00 1,972.12 6.650 09/07/2005 871002115 131,950.00 802.70 7.300 09/14/2005 871002258 142,400.00 942.61 6.950 09/08/2005 871002353 300,000.00 1,675.00 6.700 09/13/2005 871002516 148,000.00 964.85 6.800 09/13/2005 011077005 289,000.00 2,325.36 9.000 09/07/2005 011077149 132,000.00 676.50 6.150 09/09/2005 011077490 50,000.00 491.33 11.400 09/15/2005 011077628 147,000.00 938.83 6.600 09/13/2005 011077699 66,000.00 628.53 11.000 09/03/2005 011077766 272,300.00 1,676.60 6.250 09/09/2005 011077767 370,400.00 1,697.67 5.500 09/08/2005 011077828 396,191.20 1,939.68 5.875 09/13/2005 011077830 99,048.00 832.85 9.500 09/13/2005 011077839 143,000.00 1,176.43 9.250 09/14/2005 011077853 114,000.00 1,042.80 10.500 09/02/2005 011077890 446,500.00 2,362.73 6.350 09/07/2005 011077895 313,500.00 1,960.96 6.400 09/08/2005 011077908 352,750.00 1,557.98 5.300 09/09/2005 011078104 95,000.00 747.37 8.750 09/08/2005 011078119 87,200.00 757.20 9.875 09/15/2005 011078134 109,780.00 903.13 9.250 09/08/2005 011078153 206,000.00 1,356.72 6.900 09/12/2005 011078186 448,000.00 3,178.62 7.650 09/09/2005 011078254 176,000.00 1,353.29 8.500 09/13/2005 011078264 389,500.00 2,750.16 7.600 09/08/2005 011078284 459,900.00 2,088.71 5.450 09/15/2005 021067400 90,390.00 926.29 11.950 09/08/2005 031037995 116,000.00 996.62 9.750 09/13/2005 061060724 54,400.00 471.38 9.850 08/24/2005 121040976 183,840.00 1,202.62 7.850 06/03/2005 191026941 81,250.00 757.84 10.740 09/16/2005 261053643 116,500.00 767.27 6.900 09/02/2005 291002103 140,600.00 1,081.09 8.500 09/15/2005 331040001 180,000.00 1,117.27 6.990 08/25/2005 331040195 311,250.00 2,628.52 9.550 09/12/2005 331040446 343,000.00 2,637.37 8.500 09/15/2005 351029557 142,400.00 1,020.18 7.750 09/14/2005 511037686 400,500.00 2,797.61 7.490 09/09/2005 511038199 82,952.00 743.33 10.250 09/13/2005 511038395 156,000.00 1,111.14 7.690 09/16/2005 511038455 337,500.00 2,359.85 7.500 09/15/2005 511038488 165,000.00 1,210.71 8.000 09/09/2005 511038701 107,300.00 902.24 9.500 09/16/2005 511038706 313,200.00 2,200.67 7.550 09/14/2005 511038713 1,237,500.00 6,857.81 6.650 09/09/2005 631009552 91,200.00 766.86 9.500 09/07/2005 641008224 18,500.00 165.78 10.250 04/08/2005 641009153 71,300.00 510.98 8.600 06/28/2005 651012520 75,750.00 645.25 9.650 08/24/2005 651012531 50,350.00 410.57 9.150 09/03/2005 651012670 84,400.00 578.62 7.300 09/01/2005 651012749 65,188.00 496.63 8.400 09/01/2005 651012770 140,000.00 926.73 6.950 09/07/2005 651012846 138,000.00 890.48 6.700 09/01/2005 651013019 360,000.00 2,311.07 6.650 09/07/2005 651013022 96,400.00 613.11 7.200 09/07/2005 651013042 75,000.00 558.19 8.150 09/03/2005 661007219 175,000.00 1,094.64 6.400 05/20/2005 661009796 98,000.00 914.81 10.750 09/02/2005 731011209 210,000.00 1,418.35 7.150 06/29/2005 Collateral ID Firstdue Maturity Higher LTV Indicator Group ------------------------------------------------------------------------------------------------------------------------------------ 011077431 10/01/2005 09/01/2035 N UBS091605 011077448 10/01/2005 09/01/2035 N UBS091605 011077514 10/01/2005 09/01/2035 N UBS091605 011077515 10/01/2005 09/01/2035 N UBS091605 011077533 10/01/2005 09/01/2035 N UBS091605 011077618 10/01/2005 09/01/2035 N UBS091605 011077683 10/01/2005 09/01/2035 N UBS091605 011077746 10/01/2005 09/01/2035 N UBS091605 011077793 10/01/2005 09/01/2035 N UBS091605 011078038 10/01/2005 09/01/2035 N UBS091605 021065030 08/01/2005 07/01/2035 N UBS062705 021065273 10/01/2005 09/01/2035 N UBS091605 021065505 08/01/2005 07/01/2035 N UBS062305 021066901 10/01/2005 09/01/2035 N ubs090105 021066937 10/01/2005 09/01/2035 N UBS091605 021067006 10/01/2005 09/01/2035 N UBS091605 021067106 10/01/2005 09/01/2035 N ubs090105 021067160 10/01/2005 09/01/2035 N UBS091305 021067291 10/01/2005 09/01/2035 N UBS091305 021067353 10/01/2005 09/01/2035 N ubs090105 021067461 10/01/2005 09/01/2035 N UBS091605 021067480 10/01/2005 09/01/2035 N UBS091605 021067536 10/01/2005 09/01/2035 N UBS091605 021067550 10/01/2005 09/01/2035 N UBS091605 021067602 10/01/2005 09/01/2035 N UBS091605 021067616 10/01/2005 09/01/2035 N UBS091605 021067619 10/01/2005 09/01/2035 N UBS091605 021067642 10/01/2005 09/01/2035 N UBS091605 021067762 10/01/2005 09/01/2035 N UBS091605 021067786 10/01/2005 09/01/2035 N UBS091605 021067836 10/01/2005 09/01/2035 N UBS091605 021067887 10/01/2005 09/01/2035 N UBS091605 021067992 11/01/2005 10/01/2035 N UBS091605 021068040 11/01/2005 10/01/2035 N UBS091605 031036743 09/01/2005 08/01/2035 N ubs090105 031036775 10/01/2005 09/01/2035 N UBS083005 031036946 10/01/2005 09/01/2035 N ubs090105 031037038 10/01/2005 09/01/2035 N UBS091305 031037121 10/01/2005 09/01/2035 N ubs090105 031037124 10/01/2005 09/01/2035 N UBS091305 031037177 10/01/2005 09/01/2035 N UBS091605 031037219 10/01/2005 09/01/2035 N UBS091605 031037274 10/01/2005 09/01/2035 N UBS091605 031037286 10/01/2005 09/01/2035 N UBS091605 031037290 10/01/2005 09/01/2035 N UBS091305 031037324 10/01/2005 09/01/2035 N UBS092305 031037344 10/01/2005 09/01/2035 N UBS091605 031037373 10/01/2005 09/01/2035 N UBS091605 031037398 10/01/2005 09/01/2035 N UBS091605 031037454 10/01/2005 09/01/2035 N UBS091305 031037506 10/01/2005 09/01/2035 N UBS091305 031037586 10/01/2005 09/01/2045 N UBS091305 031037603 10/01/2005 09/01/2035 N UBS092305 031037627 11/01/2005 10/01/2035 N ubs100405 031037658 10/01/2005 09/01/2035 N UBS091605 031037760 10/01/2005 09/01/2035 N UBS091605 031037802 10/01/2005 09/01/2035 N UBS091605 041067759 08/01/2005 07/01/2035 N UBS063005 041069493 10/01/2005 09/01/2035 N UBS091605 041069916 10/01/2005 09/01/2035 N UBS091305 041069951 11/01/2005 10/01/2035 N UBS091605 041070436 10/01/2005 09/01/2035 N UBS091605 041070692 10/01/2005 09/01/2035 N ubs090105 041071023 10/01/2005 09/01/2035 N UBS091605 041071072 10/01/2005 09/01/2035 N UBS091305 041071163 10/01/2005 09/01/2035 N ubs090105 041071172 10/01/2005 09/01/2035 N UBS091305 041071288 10/01/2005 09/01/2035 N UBS091305 041071312 10/01/2005 09/01/2035 N UBS091305 041071314 10/01/2005 09/01/2035 N UBS091605 041071353 10/01/2005 09/01/2035 N UBS091305 041071362 10/01/2005 09/01/2035 N UBS091305 041071376 10/01/2005 09/01/2035 N UBS091305 041071383 10/01/2005 09/01/2035 N ubs100405 041071401 10/01/2005 09/01/2035 N UBS091305 041071404 10/01/2005 09/01/2035 N UBS091305 041071420 10/01/2005 09/01/2035 N UBS091605 041071442 10/01/2005 09/01/2035 N UBS091305 041071461 10/01/2005 09/01/2035 N UBS091305 041071470 11/01/2005 10/01/2035 N ubs100405 041071482 10/01/2005 09/01/2035 N UBS091305 041071522 10/01/2005 09/01/2035 N UBS091305 041071524 10/01/2005 09/01/2035 N UBS091605 041071555 10/01/2005 09/01/2035 N UBS091305 041071567 11/01/2005 10/01/2035 N ubs100405 041071568 11/01/2005 10/01/2035 N UBS091305 041071607 10/01/2005 09/01/2035 N UBS091605 041071662 11/01/2005 10/01/2035 N UBS092305 041071679 11/01/2005 10/01/2035 N UBS091305 041071730 10/01/2005 09/01/2035 N UBS091305 041071740 10/01/2005 09/01/2035 N ubs100405 041071805 10/01/2005 09/01/2035 N UBS091605 041071836 11/01/2005 10/01/2035 N UBS091605 041071859 11/01/2005 10/01/2035 N ubs100405 041071865 11/01/2005 10/01/2035 N ubs100405 041071867 11/01/2005 10/01/2035 N ubs100405 041071881 10/01/2005 09/01/2035 N UBS091605 041071899 11/01/2005 10/01/2035 N UBS091605 041071922 10/01/2005 09/01/2035 N UBS091605 041072284 11/01/2005 10/01/2035 N ubs100405 051058792 10/01/2005 09/01/2035 N UBS091305 051059793 09/01/2005 08/01/2035 N ubs090105 051060093 10/01/2005 09/01/2035 N UBS091305 051060123 10/01/2005 09/01/2035 N UBS091605 051060264 10/01/2005 09/01/2035 N UBS091305 051060289 11/01/2005 10/01/2035 N ubs100405 051060294 10/01/2005 09/01/2035 N UBS091305 051060325 10/01/2005 09/01/2035 N UBS091605 051060381 10/01/2005 09/01/2035 N UBS091305 051060425 10/01/2005 09/01/2035 N UBS091605 051060546 10/01/2005 09/01/2035 N UBS091605 051060548 10/01/2005 09/01/2035 N UBS091605 051060569 10/01/2005 09/01/2035 N UBS091605 051060574 10/01/2005 09/01/2035 N UBS091605 051060664 10/01/2005 09/01/2035 N UBS091605 051060685 10/01/2005 09/01/2035 N UBS091605 061059685 08/01/2005 07/01/2035 N BOFADRY070105 061060873 10/01/2005 09/01/2035 N UBS091305 061060985 10/01/2005 09/01/2035 N UBS091305 061061092 10/01/2005 09/01/2035 N UBS091305 061061384 10/01/2005 09/01/2035 N UBS091305 061061392 10/01/2005 09/01/2035 N UBS091305 061061393 10/01/2005 09/01/2035 N UBS091305 061061456 10/01/2005 09/01/2035 N UBS091305 061061470 11/01/2005 10/01/2035 N UBS091605 061061573 11/01/2005 10/01/2035 N ubs100405 061061610 10/01/2005 09/01/2035 N ubs100405 061061632 10/01/2005 09/01/2035 N UBS091305 061061714 10/01/2005 09/01/2035 N UBS091305 061061764 10/01/2005 09/01/2035 N UBS091605 061061838 10/01/2005 09/01/2035 N UBS091605 061061857 10/01/2005 09/01/2035 N UBS091305 061061881 10/01/2005 09/01/2035 N UBS091305 061061901 11/01/2005 10/01/2035 N UBS091305 061061915 11/01/2005 10/01/2035 N UBS091305 061061925 10/01/2005 09/01/2035 N UBS091305 061061966 10/01/2005 09/01/2035 N UBS091605 061061971 10/01/2005 09/01/2035 N UBS091605 061061972 10/01/2005 09/01/2035 N UBS091605 061061988 10/01/2005 09/01/2035 N UBS091305 061062047 10/01/2005 09/01/2035 N ubs100405 061062102 10/01/2005 09/01/2035 N UBS091605 061062110 10/01/2005 09/01/2035 N UBS091305 061062225 11/01/2005 10/01/2035 N ubs100405 071068568 11/01/2005 10/01/2035 N UBS091305 071068585 11/01/2005 10/01/2035 N UBS102605 071068640 10/01/2005 09/01/2035 N UBS091305 071068644 11/01/2005 10/01/2035 N ubs100405 071068764 10/01/2005 09/01/2035 N UBS091305 071068792 11/01/2005 10/01/2035 N citi101105 071068818 11/01/2005 10/01/2035 N ubs100405 071068829 10/01/2005 09/01/2035 N UBS091605 071068999 11/01/2005 10/01/2035 N ubs100405 071069050 11/01/2005 10/01/2035 N ubs100405 071069093 11/01/2005 10/01/2035 N ubs100405 071069186 11/01/2005 10/01/2035 N ubs100405 081056749 09/01/2005 08/01/2035 N UBS080105 081057509 10/01/2005 09/01/2035 N UBS091305 081057822 10/01/2005 09/01/2035 N UBS091305 081057841 10/01/2005 09/01/2035 N UBS091305 081057953 10/01/2005 09/01/2035 N UBS091605 081058029 10/01/2005 09/01/2035 N ubs090105 081058110 11/01/2005 10/01/2035 N UBS091605 081058152 10/01/2005 09/01/2035 N UBS091305 081058187 10/01/2005 09/01/2035 N UBS091305 081058207 10/01/2005 09/01/2035 N UBS091605 081058281 10/01/2005 09/01/2035 N UBS091605 081058292 10/01/2005 09/01/2035 N UBS091305 081058295 10/01/2005 09/01/2035 N UBS091305 081058306 10/01/2005 09/01/2035 N UBS091605 081058316 10/01/2005 09/01/2035 N UBS092305 081058340 10/01/2005 09/01/2035 N UBS091605 081058436 10/01/2005 09/01/2035 N UBS091305 081058459 10/01/2005 09/01/2035 N UBS091305 081058547 10/01/2005 09/01/2035 N UBS091305 081058555 11/01/2005 10/01/2035 N UBS091605 081058580 10/01/2005 09/01/2035 N UBS091605 081058600 10/01/2005 09/01/2035 N UBS091605 081058712 11/01/2005 10/01/2035 N UBS091605 081058768 11/01/2005 10/01/2035 N ubs100405 101049456 11/01/2005 10/01/2035 N ubs100405 101049757 10/01/2005 09/01/2035 N ubs100405 101050282 10/01/2005 09/01/2035 N UBS091305 101050315 10/01/2005 09/01/2035 N UBS091305 101050322 10/01/2005 09/01/2035 N UBS091305 101050534 10/01/2005 09/01/2035 N UBS091305 101050571 10/01/2005 09/01/2035 N UBS091605 101050683 10/01/2005 09/01/2035 N UBS091605 101050704 10/01/2005 09/01/2035 N UBS091605 101050743 10/01/2005 09/01/2035 N UBS091605 101050791 11/01/2005 10/01/2035 N ubs100405 101050922 11/01/2005 10/01/2035 N UBS110305 101051011 11/01/2005 10/01/2035 N ubs100405 101051089 11/01/2005 10/01/2035 N citi101105 111000398 10/01/2005 09/01/2035 N UBS083005 111000484 10/01/2005 09/01/2035 N UBS092305 111000570 10/01/2005 09/01/2035 N UBS092305 121040181 08/01/2005 07/01/2035 N UBS0805REV 121042291 10/01/2005 09/01/2035 N UBS091305 121042564 10/01/2005 09/01/2035 N UBS091605 121042705 10/01/2005 09/01/2035 N ubs090105 121042736 10/01/2005 09/01/2035 N UBS091605 121042769 10/01/2005 09/01/2035 N UBS091605 121042783 10/01/2005 09/01/2035 N UBS091305 121042785 10/01/2005 09/01/2035 N UBS091605 121042797 10/01/2005 09/01/2035 N UBS091605 121042802 10/01/2005 09/01/2035 N UBS091305 121042829 10/01/2005 09/01/2035 N ubs090105 121042849 10/01/2005 09/01/2035 N UBS091305 121042931 10/01/2005 09/01/2035 N UBS091305 121042943 10/01/2005 09/01/2035 N UBS091605 121043007 10/01/2005 09/01/2035 N UBS091605 121043017 10/01/2005 09/01/2035 N UBS091305 121043020 10/01/2005 09/01/2035 N UBS091305 121043036 10/01/2005 09/01/2035 N UBS091605 121043040 10/01/2005 09/01/2035 N UBS091605 121043060 10/01/2005 09/01/2035 N UBS091305 121043063 10/01/2005 09/01/2035 N UBS091605 121043091 10/01/2005 09/01/2035 N UBS091605 121043114 11/01/2005 10/01/2035 N ubs100405 121043117 11/01/2005 10/01/2035 N ubs100405 121043137 10/01/2005 09/01/2035 N UBS091605 121043149 10/01/2005 09/01/2035 N UBS091305 121043165 11/01/2005 10/01/2035 N UBS091605 121043169 10/01/2005 09/01/2035 N UBS091305 121043170 10/01/2005 09/01/2035 N UBS091305 121043171 10/01/2005 09/01/2035 N UBS091305 121043234 10/01/2005 09/01/2035 N UBS091605 121043275 10/01/2005 09/01/2035 N UBS091605 121043312 10/01/2005 09/01/2035 N UBS091605 121043383 10/01/2005 09/01/2035 N UBS091305 121043389 10/01/2005 09/01/2035 N UBS091305 121043596 11/01/2005 10/01/2035 N ubs100405 131032831 10/01/2005 09/01/2035 N UBS091305 131032892 08/01/2005 07/01/2035 N BOFADRY071905 131033869 09/01/2005 08/01/2035 N BOFADRY071405 131034772 10/01/2005 09/01/2035 N UBS091305 131035059 10/01/2005 09/01/2035 N UBS091305 131035100 10/01/2005 09/01/2045 N UBS091305 131035152 10/01/2005 09/01/2035 N UBS091305 131035153 10/01/2005 09/01/2035 N UBS091305 131035167 10/01/2005 09/01/2035 N UBS091305 131035209 10/01/2005 09/01/2035 N UBS091305 131035242 10/01/2005 09/01/2035 N UBS091605 131035278 10/01/2005 09/01/2035 N UBS091305 131035304 10/01/2005 09/01/2035 N UBS091305 131035333 10/01/2005 09/01/2035 N UBS091305 131035358 10/01/2005 09/01/2035 N ubs100405 131035369 10/01/2005 09/01/2035 N UBS091305 131035379 10/01/2005 09/01/2035 N UBS091305 131035400 10/01/2005 09/01/2035 N UBS091605 131035425 10/01/2005 09/01/2025 N UBS091605 131035428 10/01/2005 09/01/2035 N UBS091605 131035437 10/01/2005 09/01/2035 N UBS091305 131035458 11/01/2005 10/01/2035 N UBS091605 131035582 10/01/2005 09/01/2035 N UBS091605 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N UBS091605 141050251 10/01/2005 09/01/2035 N UBS091305 141050317 10/01/2005 09/01/2035 N UBS091605 141050323 10/01/2005 09/01/2035 N UBS091305 141050341 10/01/2005 09/01/2035 N UBS091305 141050344 11/01/2005 10/01/2035 N UBS091605 141050367 10/01/2005 09/01/2035 N UBS091305 141050387 10/01/2005 09/01/2035 N UBS091305 141050446 10/01/2005 09/01/2035 N UBS091305 141050449 10/01/2005 09/01/2035 N UBS091305 141050457 10/01/2005 09/01/2035 N UBS091305 141050475 10/01/2005 09/01/2035 N UBS091305 141050495 11/01/2005 10/01/2035 N UBS091605 141050513 10/01/2005 09/01/2035 N UBS091605 141050519 11/01/2005 10/01/2035 N UBS091605 141050621 11/01/2005 10/01/2035 N UBS091605 141050648 10/01/2005 09/01/2035 N UBS091605 141050693 10/01/2005 09/01/2025 N UBS091305 141050816 10/01/2005 09/01/2035 N UBS091605 151029897 10/01/2005 09/01/2035 N UBS091605 151030066 10/01/2005 09/01/2035 N UBS091305 151030081 10/01/2005 09/01/2035 N ubs090105 151030122 10/01/2005 09/01/2035 N UBS091305 151030124 10/01/2005 09/01/2035 N UBS091305 151030128 11/01/2005 10/01/2035 N UBS091605 151030153 10/01/2005 09/01/2035 N UBS091305 151030228 10/01/2005 09/01/2035 N UBS091305 151030258 10/01/2005 09/01/2035 N UBS091305 151030293 11/01/2005 10/01/2035 N ubs100405 151030306 10/01/2005 09/01/2035 N UBS091305 151030325 10/01/2005 09/01/2035 N UBS091305 151030356 10/01/2005 09/01/2035 N UBS091605 151030362 10/01/2005 09/01/2035 N UBS091305 151030602 11/01/2005 10/01/2035 N ubs100405 161043595 10/01/2005 09/01/2035 N UBS091305 161044057 10/01/2005 09/01/2035 N UBS091305 161044517 10/01/2005 09/01/2035 N UBS091605 161044738 10/01/2005 09/01/2035 N UBS091605 161044804 10/01/2005 09/01/2035 N UBS091605 161044820 10/01/2005 09/01/2035 N UBS091605 161044946 10/01/2005 09/01/2035 N UBS091605 161045063 10/01/2005 09/01/2035 N UBS091605 161045086 10/01/2005 09/01/2035 N UBS091305 171026396 10/01/2005 09/01/2035 N UBS091605 171026583 08/01/2005 07/01/2035 N BOFADRY072205 171026607 08/01/2005 07/01/2035 N UBS080105 171026750 08/01/2005 07/01/2035 N UBS091605 171026951 08/01/2005 07/01/2035 N BOFADRY071805 171027046 08/01/2005 07/01/2035 N BOFADRY072005 171027834 10/01/2005 09/01/2035 N UBS091605 171027995 10/01/2005 09/01/2035 N UBS091605 171028001 10/01/2005 09/01/2035 N UBS091605 171028009 10/01/2005 09/01/2035 N UBS091605 171028028 10/01/2005 09/01/2035 N UBS091605 171028050 10/01/2005 09/01/2035 N UBS091605 171028077 10/01/2005 09/01/2035 N UBS091605 171028086 10/01/2005 09/01/2035 N UBS091605 171028097 10/01/2005 09/01/2035 N UBS091605 171028098 10/01/2005 09/01/2035 N UBS091605 171028099 10/01/2005 09/01/2035 N UBS091605 171028107 10/01/2005 09/01/2035 N UBS091605 171028124 10/01/2005 09/01/2035 N ubs100405 171028234 11/01/2005 10/01/2035 N UBS091605 171028329 10/01/2005 09/01/2035 N UBS091605 171028503 11/01/2005 10/01/2035 N ubs100405 191025692 08/01/2005 07/01/2035 N BOFADRY071805 191025826 08/01/2005 07/01/2035 N BOFADRY071805 191025872 10/01/2005 09/01/2035 N UBS091305 191025913 09/01/2005 08/01/2035 N BOFADRY071805 191026141 09/01/2005 08/01/2035 N xxx000000 191026436 10/01/2005 09/01/2035 N UBS091305 191026443 10/01/2005 09/01/2035 N UBS091605 191026612 10/01/2005 09/01/2035 N UBS091605 191026675 10/01/2005 09/01/2035 N UBS091605 191026736 10/01/2005 09/01/2035 N UBS091605 191026828 10/01/2005 09/01/2035 N ubs100405 191027124 11/01/2005 10/01/2035 N ubs100405 211032831 10/01/2005 09/01/2035 N UBS083005 211033359 10/01/2005 09/01/2035 N UBS091605 211033646 10/01/2005 09/01/2035 N UBS091605 211034020 10/01/2005 09/01/2035 N ubs100405 211034258 10/01/2005 09/01/2035 N ubs100405 211034406 10/01/2005 09/01/2035 N UBS091605 211034477 10/01/2005 09/01/2035 N UBS091605 211034518 11/01/2005 10/01/2035 N ubs100405 211034670 10/01/2005 09/01/2035 N UBS091305 211034785 10/01/2005 09/01/2035 N UBS091605 211034793 10/01/2005 09/01/2035 N UBS091305 211034852 10/01/2005 09/01/2035 N UBS091305 211034898 10/01/2005 09/01/2035 N UBS091305 211034910 11/01/2005 10/01/2035 N ubs100405 211034936 10/01/2005 09/01/2035 N UBS091605 211035107 10/01/2005 09/01/2035 N UBS091605 211035125 10/01/2005 09/01/2035 N UBS091305 211035139 10/01/2005 09/01/2035 N UBS091605 211035142 10/01/2005 09/01/2035 N UBS091605 211035163 10/01/2005 09/01/2035 N UBS091605 211035172 10/01/2005 09/01/2035 N UBS091605 211035219 10/01/2005 09/01/2035 N UBS091305 211035252 10/01/2005 09/01/2020 N UBS091605 211035298 10/01/2005 09/01/2035 N UBS091605 211035304 10/01/2005 09/01/2035 N UBS091305 211035521 11/01/2005 10/01/2035 N citi101105 211035701 10/01/2005 09/01/2035 N ubs100405 231068200 10/01/2005 09/01/2035 N UBS091305 231069166 11/01/2005 10/01/2035 N UBS092305 231069227 10/01/2005 09/01/2035 N UBS091605 231069271 10/01/2005 09/01/2035 N UBS091305 231069473 10/01/2005 09/01/2035 N UBS091605 231069870 10/01/2005 09/01/2035 N UBS091305 231069871 10/01/2005 09/01/2035 N UBS091305 231070290 10/01/2005 09/01/2035 N UBS091305 231070694 10/01/2005 09/01/2035 N ubs100405 231071039 10/01/2005 09/01/2035 N UBS091305 231071049 10/01/2005 09/01/2035 N UBS091605 231071319 10/01/2005 09/01/2035 N UBS091605 231071561 10/01/2005 09/01/2045 N ubs090105 231071600 11/01/2005 10/01/2035 N ubs100405 231071656 10/01/2005 09/01/2035 N UBS091305 231071682 10/01/2005 09/01/2035 N UBS092305 231071700 10/01/2005 09/01/2035 N UBS091305 231071889 11/01/2005 10/01/2035 N UBS092305 231072037 10/01/2005 09/01/2035 N UBS091605 231072168 10/01/2005 09/01/2035 N UBS091305 231072239 10/01/2005 09/01/2035 N UBS091305 231072274 10/01/2005 09/01/2035 N UBS091305 231072299 10/01/2005 09/01/2035 N ubs090105 231072312 11/01/2005 10/01/2035 N UBS091605 231072330 10/01/2005 09/01/2035 N ubs100405 231072336 11/01/2005 10/01/2035 N UBS091605 231072358 10/01/2005 09/01/2035 N UBS091305 231072468 11/01/2005 10/01/2035 N UBS091605 231072509 10/01/2005 09/01/2035 N UBS091305 231072557 10/01/2005 09/01/2035 N UBS091305 231072570 10/01/2005 09/01/2035 N UBS091305 231072595 10/01/2005 09/01/2035 N UBS091605 231072638 10/01/2005 09/01/2035 N ubs090105 231072723 10/01/2005 09/01/2035 N UBS091605 231072806 11/01/2005 10/01/2035 N UBS091305 231072816 11/01/2005 10/01/2035 N UBS091605 231072821 10/01/2005 09/01/2035 N UBS091605 231072877 10/01/2005 09/01/2035 N ubs100405 231072879 10/01/2005 09/01/2035 N UBS091605 231072896 10/01/2005 09/01/2035 N UBS091305 231072929 10/01/2005 09/01/2035 N UBS091305 231072946 10/01/2005 09/01/2035 N UBS091305 231072977 10/01/2005 09/01/2035 N UBS091305 231072996 10/01/2005 09/01/2035 N UBS091305 231073032 11/01/2005 10/01/2035 N UBS091605 231073050 10/01/2005 09/01/2035 N UBS091305 231073088 11/01/2005 10/01/2035 N UBS091605 231073220 11/01/2005 10/01/2035 N UBS092305 231073248 11/01/2005 10/01/2035 N UBS091605 231073343 10/01/2005 09/01/2035 N UBS091305 231073424 11/01/2005 10/01/2035 N UBS091605 231073749 11/01/2005 10/01/2035 N ubs100405 231073801 11/01/2005 10/01/2035 N ubs100405 231073958 11/01/2005 10/01/2035 N citi101105 251038286 10/01/2005 09/01/2035 N UBS091605 251038323 10/01/2005 09/01/2035 N UBS091605 251038338 10/01/2005 09/01/2035 N UBS091605 261053309 10/01/2005 09/01/2035 N UBS091605 261053782 10/01/2005 09/01/2035 N UBS091605 261053855 10/01/2005 09/01/2035 N UBS091605 261053961 10/01/2005 09/01/2035 N UBS091605 261054050 10/01/2005 09/01/2035 N UBS091605 261054145 10/01/2005 09/01/2035 N UBS091605 261054197 10/01/2005 09/01/2035 N UBS091605 261054210 11/01/2005 10/01/2035 N UBS092305 261054237 10/01/2005 09/01/2025 N UBS091605 261054309 10/01/2005 09/01/2020 N UBS091605 261054583 11/01/2005 10/01/2035 N ubs100405 271023507 10/01/2005 09/01/2035 N UBS091605 271023740 10/01/2005 09/01/2035 N UBS091305 271023766 10/01/2005 09/01/2035 N UBS091605 271023855 11/01/2005 10/01/2035 N UBS110305 271023917 10/01/2005 09/01/2035 N UBS091605 271023984 10/01/2005 09/01/2035 N UBS091605 271023988 10/01/2005 09/01/2020 N UBS091605 271024030 10/01/2005 09/01/2035 N UBS091605 271024041 10/01/2005 09/01/2035 N UBS091605 271024062 10/01/2005 09/01/2035 N ubs090105 271024072 10/01/2005 09/01/2035 N ubs100405 271024144 10/01/2005 09/01/2035 N UBS091605 271024147 10/01/2005 09/01/2035 N UBS091605 271024201 10/01/2005 09/01/2035 N ubs090105 271024220 10/01/2005 09/01/2035 N UBS091605 271024230 10/01/2005 09/01/2035 N UBS091305 271024234 10/01/2005 09/01/2035 N UBS091605 271024254 10/01/2005 09/01/2035 N UBS091605 271024282 10/01/2005 09/01/2035 N UBS091605 271024289 10/01/2005 09/01/2035 N UBS091305 271024296 10/01/2005 09/01/2035 N UBS091605 271024314 10/01/2005 09/01/2035 N UBS091305 271024325 10/01/2005 09/01/2035 N UBS091305 271024331 10/01/2005 09/01/2035 N UBS091605 271024347 10/01/2005 09/01/2035 N UBS091605 271024465 10/01/2005 09/01/2035 N UBS091605 271024556 10/01/2005 09/01/2035 N UBS091605 281016718 10/01/2005 09/01/2035 N UBS091305 281016893 11/01/2005 10/01/2035 N UBS091605 281017085 10/01/2005 09/01/2035 N UBS091305 281017142 10/01/2005 09/01/2035 N UBS091305 281017144 10/01/2005 09/01/2035 N UBS091305 281017162 10/01/2005 09/01/2035 N UBS091305 281017204 10/01/2005 09/01/2035 N UBS091305 281017224 11/01/2005 10/01/2035 N ubs100405 281017312 11/01/2005 10/01/2035 N UBS091605 281017332 10/01/2005 09/01/2035 N UBS091305 291001442 10/01/2005 09/01/2035 N UBS091305 291001497 10/01/2005 09/01/2035 N UBS092305 291001637 10/01/2005 09/01/2035 N UBS091605 291001715 10/01/2005 09/01/2035 N UBS092305 291001761 10/01/2005 09/01/2035 N UBS083005 291001781 10/01/2005 09/01/2035 N UBS091605 291001788 10/01/2005 09/01/2035 N UBS091605 291001795 10/01/2005 09/01/2035 N UBS091605 291001802 10/01/2005 09/01/2035 N UBS091605 291001870 10/01/2005 09/01/2035 N UBS091605 291001872 10/01/2005 09/01/2035 N UBS091605 291001896 10/01/2005 09/01/2035 N UBS091605 291001944 10/01/2005 09/01/2020 N UBS091605 291001995 11/01/2005 10/01/2035 N UBS102605 291002007 10/01/2005 09/01/2035 N UBS091605 291002056 10/01/2005 09/01/2035 N UBS091605 291002234 11/01/2005 10/01/2035 N UBS092305 301001468 10/01/2005 09/01/2035 N UBS091605 301002385 09/01/2005 08/01/2035 N UBS081505 301002597 10/01/2005 09/01/2035 N UBS091305 301002609 10/01/2005 09/01/2035 N UBS083005 301002749 10/01/2005 09/01/2035 N UBS091605 301002766 10/01/2005 09/01/2035 N UBS091605 301002823 10/01/2005 09/01/2035 N UBS091605 301002834 11/01/2005 10/01/2035 N ubs100405 301002847 10/01/2005 09/01/2035 N UBS091605 301002927 10/01/2005 09/01/2035 N UBS092305 311027711 10/01/2005 09/01/2035 N UBS091605 311028073 10/01/2005 09/01/2035 N UBS091605 311028155 10/01/2005 09/01/2035 N UBS091305 311028161 10/01/2005 09/01/2035 N UBS091305 311028176 10/01/2005 09/01/2035 N UBS091605 311028204 10/01/2005 09/01/2035 N UBS083005 311028240 11/01/2005 10/01/2035 N ubs100405 311028276 10/01/2005 09/01/2035 N UBS091605 311028278 10/01/2005 09/01/2035 N UBS091605 311028293 11/01/2005 10/01/2035 N ubs100405 311028306 10/01/2005 09/01/2035 N ubs090105 311028316 10/01/2005 09/01/2035 N ubs100405 311028339 10/01/2005 09/01/2035 N UBS091305 311028370 10/01/2005 09/01/2035 N UBS091305 311028403 10/01/2005 09/01/2035 N UBS091605 311028429 10/01/2005 09/01/2020 N UBS091605 321028909 10/01/2005 09/01/2035 N UBS091305 321028960 10/01/2005 09/01/2035 N UBS091605 321028989 10/01/2005 09/01/2035 N UBS083005 321029006 10/01/2005 09/01/2035 N UBS091605 321029037 10/01/2005 09/01/2035 N UBS091305 321029046 10/01/2005 09/01/2035 N UBS091305 321029063 10/01/2005 09/01/2035 N UBS091605 321029113 10/01/2005 09/01/2035 N UBS091305 321029165 10/01/2005 09/01/2035 N UBS091305 321029167 10/01/2005 09/01/2035 N UBS091605 321029218 10/01/2005 09/01/2035 N UBS091605 321029234 10/01/2005 09/01/2035 N UBS091605 321029277 10/01/2005 09/01/2035 N UBS091305 321029289 10/01/2005 09/01/2035 N UBS091305 321029293 10/01/2005 09/01/2035 N UBS091605 321029295 10/01/2005 09/01/2035 N UBS091605 321029347 10/01/2005 09/01/2035 N UBS092305 321029378 10/01/2005 09/01/2035 N UBS091305 321029397 10/01/2005 09/01/2035 N UBS091605 321029427 10/01/2005 09/01/2035 N UBS091605 321029446 11/01/2005 10/01/2035 N UBS091605 321029448 10/01/2005 09/01/2035 N ubs100405 321029453 11/01/2005 10/01/2035 N ubs100405 321029481 10/01/2005 09/01/2035 N UBS091605 321029598 11/01/2005 10/01/2035 N UBS102605 331039115 10/01/2005 09/01/2035 N UBS091305 331039301 10/01/2005 09/01/2035 N UBS091305 331039463 10/01/2005 09/01/2035 N UBS091605 331039527 10/01/2005 09/01/2035 N UBS091605 331039662 10/01/2005 09/01/2035 N ubs100405 331039674 10/01/2005 09/01/2035 N ubs100405 331039681 10/01/2005 09/01/2035 N ubs100405 331039726 11/01/2005 10/01/2035 N UBS102605 331039913 10/01/2005 09/01/2035 N UBS091605 331039961 10/01/2005 09/01/2035 N UBS091305 331039999 10/01/2005 09/01/2035 N UBS091605 331040111 10/01/2005 09/01/2035 N UBS091305 331040141 10/01/2005 09/01/2035 N UBS091305 331040165 10/01/2005 09/01/2035 N UBS091305 331040432 10/01/2005 09/01/2035 N UBS091305 331040437 10/01/2005 09/01/2035 N UBS091605 331040455 10/01/2005 09/01/2035 N UBS091305 331040476 10/01/2005 09/01/2035 N UBS092305 331040619 10/01/2005 09/01/2035 N UBS091305 331040687 10/01/2005 09/01/2035 N UBS091605 331040694 10/01/2005 09/01/2035 N UBS091605 331040910 10/01/2005 09/01/2035 N UBS092305 341026256 11/01/2005 10/01/2035 N ubs100405 341026347 10/01/2005 09/01/2035 N UBS091305 341026947 10/01/2005 09/01/2035 N UBS091605 341026974 10/01/2005 09/01/2035 N UBS091305 341027230 10/01/2005 09/01/2035 N UBS091305 341027262 10/01/2005 09/01/2035 N UBS091305 341027264 10/01/2005 09/01/2035 N UBS091305 341027269 10/01/2005 09/01/2035 N UBS091305 341027313 10/01/2005 09/01/2035 N UBS091305 341027363 10/01/2005 09/01/2035 N UBS091305 341027369 11/01/2005 10/01/2035 N UBS091605 341027402 10/01/2005 09/01/2035 N UBS091605 341027449 10/01/2005 09/01/2035 N UBS091305 341027487 10/01/2005 09/01/2035 N UBS091305 341027496 10/01/2005 09/01/2035 N UBS091305 341027497 10/01/2005 09/01/2035 N ubs100405 341027499 11/01/2005 10/01/2035 N ubs100405 341027500 10/01/2005 09/01/2035 N UBS091305 341027524 11/01/2005 10/01/2035 N ubs100405 341027588 10/01/2005 09/01/2035 N ubs100405 351029074 11/01/2005 10/01/2035 N ubs100405 351029794 11/01/2005 10/01/2035 N UBS091305 351029830 10/01/2005 09/01/2035 N ubs100405 351029870 10/01/2005 09/01/2035 N UBS091305 351030040 10/01/2005 09/01/2035 N UBS091305 351030338 10/01/2005 09/01/2035 N ubs100405 351030342 11/01/2005 10/01/2035 N ubs100405 351030550 11/01/2005 10/01/2035 N ubs100405 351030580 11/01/2005 10/01/2035 N ubs100405 361026836 10/01/2005 09/01/2035 N UBS091305 361027222 10/01/2005 09/01/2035 N UBS091305 361027328 10/01/2005 09/01/2035 N UBS091305 361027341 10/01/2005 09/01/2035 N UBS091305 361027350 11/01/2005 10/01/2035 N ubs100405 361027459 10/01/2005 09/01/2035 N UBS091305 361027666 11/01/2005 10/01/2035 N ubs100405 361027711 11/01/2005 10/01/2035 N ubs100405 371027025 08/01/2005 07/01/2035 N BOFADRY062305A 371027648 09/01/2005 08/01/2035 N UBS0805REV 371027756 09/01/2005 08/01/2035 N UBS082405FIN 371027971 11/01/2005 10/01/2020 N UBS092305 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10/01/2005 09/01/2035 N UBS091305 521029325 10/01/2005 09/01/2035 N UBS091305 521029326 10/01/2005 09/01/2035 N ubs100405 521029347 10/01/2005 09/01/2035 N ubs100405 521029351 10/01/2005 09/01/2035 N UBS091305 521029384 10/01/2005 09/01/2035 N UBS091305 521029415 10/01/2005 09/01/2035 N UBS092305 521029522 11/01/2005 10/01/2035 N UBS092305 521029610 11/01/2005 10/01/2035 N ubs100405 551007781 10/01/2005 09/01/2035 N UBS091305 551008309 10/01/2005 09/01/2035 N UBS091305 551008500 10/01/2005 09/01/2035 N UBS091305 551008708 10/01/2005 09/01/2035 N UBS091305 551008758 11/01/2005 10/01/2035 N ubs100405 551008760 11/01/2005 10/01/2035 N ubs100405 551008764 11/01/2005 10/01/2035 N ubs100405 551008813 11/01/2005 10/01/2035 N ubs100405 551008876 11/01/2005 10/01/2035 N ubs100405 551008916 11/01/2005 10/01/2035 N ubs100405 561002981 10/01/2005 09/01/2035 N UBS091305 561003279 10/01/2005 09/01/2035 N ubs081905 561003363 10/01/2005 09/01/2035 N xxx000000 561003407 10/01/2005 09/01/2035 N 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09/01/2035 N UBS091305 651012491 10/01/2005 09/01/2035 N UBS091305 651012522 10/01/2005 09/01/2035 N UBS091305 651012573 10/01/2005 09/01/2035 N UBS091305 661008237 08/01/2005 07/01/2035 N UBS072805 661009121 10/01/2005 09/01/2035 N ubs090105 661009133 10/01/2005 09/01/2035 N UBS091305 661009138 09/01/2005 08/01/2035 N ubs081905 661009164 10/01/2005 09/01/2035 N UBS091305 661009272 10/01/2005 09/01/2035 N UBS092305 661009347 10/01/2005 09/01/2035 N UBS091305 661009545 10/01/2005 09/01/2035 N UBS091305 661009737 10/01/2005 09/01/2035 N UBS091305 661009874 10/01/2005 09/01/2035 N UBS091305 661009933 10/01/2005 09/01/2045 N UBS091305 661009984 10/01/2005 09/01/2035 N UBS100705 661010008 10/01/2005 09/01/2035 N UBS091305 661010009 10/01/2005 09/01/2035 N UBS091305 661010035 11/01/2005 10/01/2035 N citi101105 661010091 10/01/2005 09/01/2035 N UBS091305 661010232 11/01/2005 10/01/2035 N UBS100705 661010248 10/01/2005 09/01/2035 N UBS092305 661010265 10/01/2005 09/01/2035 N UBS102605 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10/01/2005 09/01/2035 N UBS091305 761013369 10/01/2005 09/01/2035 N UBS091305 761013371 10/01/2005 09/01/2035 N UBS091305 761013399 10/01/2005 09/01/2035 N UBS091305 761013405 10/01/2005 09/01/2035 N UBS091305 761013436 10/01/2005 09/01/2035 N UBS091305 761013462 10/01/2005 09/01/2035 N UBS091305 761013472 10/01/2005 09/01/2035 N UBS091305 761013482 10/01/2005 09/01/2035 N UBS091305 761013487 10/01/2005 09/01/2035 N UBS091305 761013508 11/01/2005 10/01/2035 N UBS092305 771006451 10/01/2005 09/01/2035 N UBS081505 771006490 10/01/2005 09/01/2035 N UBS091305 771006636 10/01/2005 09/01/2035 N ubs090105 771006676 10/01/2005 09/01/2025 N UBS091305 771006685 11/01/2005 10/01/2035 N UBS092305 771006699 10/01/2005 09/01/2035 N UBS091305 771006700 10/01/2005 09/01/2035 N UBS091305 771006723 10/01/2005 09/01/2015 N UBS091305 771006763 10/01/2005 09/01/2035 N UBS091305 771006765 10/01/2005 09/01/2035 N UBS091305 771006806 10/01/2005 09/01/2020 N UBS091305 771006818 10/01/2005 09/01/2035 N UBS091305 771006824 10/01/2005 09/01/2025 N UBS091305 771006827 10/01/2005 09/01/2035 N UBS091305 771006829 10/01/2005 09/01/2035 N UBS091305 771006859 10/01/2005 09/01/2025 N UBS091305 771006897 10/01/2005 09/01/2020 N UBS091305 771006904 10/01/2005 09/01/2025 N UBS091305 771007050 11/01/2005 10/01/2015 N UBS092305 771007060 11/01/2005 10/01/2035 N UBS092305 771007096 11/01/2005 10/01/2035 N ubs100405 781004485 10/01/2005 09/01/2035 N UBS091305 781004486 10/01/2005 09/01/2035 N UBS091305 781004680 10/01/2005 09/01/2035 N UBS091305 781004689 10/01/2005 09/01/2035 N UBS091305 781004698 10/01/2005 09/01/2035 N UBS091305 781004701 10/01/2005 09/01/2035 N UBS091305 781004747 10/01/2005 09/01/2035 N UBS091305 781004752 10/01/2005 09/01/2025 N UBS091305 781004777 10/01/2005 09/01/2035 N UBS091305 791003521 10/01/2005 09/01/2035 N UBS091305 791003754 10/01/2005 09/01/2035 N UBS091305 791003928 10/01/2005 09/01/2035 N UBS091305 791004010 10/01/2005 09/01/2035 N ubs090105 791004189 10/01/2005 09/01/2035 N UBS083005 791004240 10/01/2005 09/01/2045 N UBS091305 791004251 10/01/2005 09/01/2035 N UBS091305 791004328 10/01/2005 09/01/2035 N UBS091305 791004341 10/01/2005 09/01/2035 N UBS091305 791004377 10/01/2005 09/01/2035 N UBS091305 791004381 10/01/2005 09/01/2045 N UBS091305 791004404 10/01/2005 09/01/2045 N UBS091305 791004534 10/01/2005 09/01/2035 N UBS091305 791004586 11/01/2005 10/01/2035 N ubs100405 841006586 08/01/2005 07/01/2035 N UBS070805 841006690 10/01/2005 09/01/2035 N UBS091305 841007537 10/01/2005 09/01/2035 N UBS091305 841007599 10/01/2005 09/01/2035 N UBS091305 841007749 10/01/2005 09/01/2035 N UBS091305 841007763 09/01/2005 08/01/2035 N UBS081505 841007845 10/01/2005 09/01/2035 N UBS091305 841008132 10/01/2005 09/01/2035 N UBS083005 841008161 10/01/2005 09/01/2035 N UBS091305 841008296 10/01/2005 09/01/2035 N UBS091305 841008307 11/01/2005 10/01/2035 N ubs090105 841008353 10/01/2005 09/01/2035 N UBS091305 841008356 10/01/2005 09/01/2035 N UBS091305 841008368 10/01/2005 09/01/2035 N UBS091305 841008430 10/01/2005 09/01/2035 N UBS091305 841008440 10/01/2005 09/01/2035 N UBS091305 841008483 10/01/2005 09/01/2035 N UBS091305 841008484 10/01/2005 09/01/2035 N UBS091305 841008535 10/01/2005 09/01/2035 N UBS091305 841008570 11/01/2005 10/01/2035 N UBS091305 841008577 11/01/2005 10/01/2035 N ubs100405 841008580 10/01/2005 09/01/2035 N UBS091305 841008597 10/01/2005 09/01/2035 N UBS091305 841008644 10/01/2005 09/01/2035 N UBS091305 841008669 10/01/2005 09/01/2035 N UBS091305 841008699 10/01/2005 09/01/2035 N UBS091305 841008741 10/01/2005 09/01/2035 N UBS091305 841008746 10/01/2005 09/01/2035 N UBS091305 841008797 10/01/2005 09/01/2035 N UBS091305 841008980 11/01/2005 10/01/2035 N ubs100405 841009118 11/01/2005 10/01/2035 N UBS092305 851001562 10/01/2005 09/01/2035 N UBS091305 851002007 10/01/2005 09/01/2035 N UBS091305 851002029 10/01/2005 09/01/2035 N ubs100405 851002042 10/01/2005 09/01/2035 N UBS091305 851002049 10/01/2005 09/01/2035 N UBS091305 871001893 10/01/2005 09/01/2035 N UBS092305 871002254 10/01/2005 09/01/2035 N UBS083005 871002392 10/01/2005 09/01/2035 N UBS091305 871002394 10/01/2005 09/01/2035 N UBS091305 871002431 10/01/2005 09/01/2035 N UBS091305 871002648 11/01/2005 10/01/2035 N UBS092305 011076729 10/01/2005 09/01/2035 N citi100405 011077417 10/01/2005 09/01/2035 N citi100405 011077663 10/01/2005 09/01/2035 N CITI092305 011077732 10/01/2005 09/01/2035 N citi100405 011077910 10/01/2005 09/01/2035 N citi100405 011078072 10/01/2005 09/01/2035 Y citi101105 021065515 08/01/2005 07/01/2035 N CITI063005 021066242 10/01/2005 09/01/2035 N citi100405 021066388 10/01/2005 09/01/2035 N citi100405 021067303 10/01/2005 09/01/2035 N citi100405 021067371 10/01/2005 09/01/2035 Y citi100405 021067430 10/01/2005 09/01/2035 N citi100405 021067560 11/01/2005 10/01/2035 N citi100405 021067751 10/01/2005 09/01/2035 N citi100405 021067763 10/01/2005 09/01/2035 N citi100405 021067768 10/01/2005 09/01/2035 N citi100405 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10/01/2005 09/01/2035 N citi100405 031037765 10/01/2005 09/01/2035 N citi100405 031037780 10/01/2005 09/01/2035 N citi100405 031037836 10/01/2005 09/01/2035 N citi100405 031037877 10/01/2005 09/01/2035 Y citi101105 031037892 11/01/2005 10/01/2035 N citi100405 031037932 11/01/2005 10/01/2035 N citi100405 031037968 11/01/2005 10/01/2035 N citi100405 031037970 10/01/2005 09/01/2035 N citi100405 031037978 11/01/2005 10/01/2035 N citi100405 031038044 11/01/2005 10/01/2035 N citi100405 031038099 11/01/2005 10/01/2035 N citi100405 041067666 07/01/2005 06/01/2035 Y citi081705 041070754 10/01/2005 09/01/2035 Y citi101105 041070796 10/01/2005 09/01/2035 N citi090105 041070842 10/01/2005 09/01/2035 N CITI092305 041070961 10/01/2005 09/01/2035 Y CITI083005 041071115 10/01/2005 09/01/2035 N citi090105 041071143 10/01/2005 09/01/2035 Y citi101105 041071290 11/01/2005 10/01/2045 Y citi101105 041071335 10/01/2005 09/01/2035 Y citi101105 041071516 11/01/2005 10/01/2035 Y citi101105 041071527 10/01/2005 09/01/2035 Y citi090105 041071528 11/01/2005 10/01/2035 N CITI092305 041071581 10/01/2005 09/01/2035 N citi100405 041071604 11/01/2005 10/01/2035 Y citi101105 041071988 11/01/2005 10/01/2035 N CITI102105 041072001 11/01/2005 10/01/2035 Y citi101105 041072084 11/01/2005 10/01/2035 Y citi101105 041072181 11/01/2005 10/01/2035 Y citi101105 041072250 11/01/2005 10/01/2035 Y citi101105 051059978 10/01/2005 09/01/2035 N citi090105 051060193 10/01/2005 09/01/2035 N citi090105 051060200 10/01/2005 09/01/2035 Y citi090105 051060231 10/01/2005 09/01/2035 N citi090105 051060327 10/01/2005 09/01/2045 Y citi101105 051060333 10/01/2005 09/01/2035 N citi090105 051060593 11/01/2005 10/01/2035 Y citi101105 051060599 11/01/2005 10/01/2035 Y citi101105 051060615 10/01/2005 09/01/2035 N citi100405 051060646 11/01/2005 10/01/2035 Y citi101105 051060668 11/01/2005 10/01/2035 Y citi101105 051060675 11/01/2005 10/01/2035 N CITI092305 051060744 11/01/2005 10/01/2035 Y citi101105 051060746 11/01/2005 10/01/2045 Y citi101105 051060765 11/01/2005 10/01/2035 Y citi101105 051060777 11/01/2005 10/01/2035 Y citi101105 051060797 10/01/2005 09/01/2035 N citi100405 051060853 11/01/2005 10/01/2045 Y citi101105 061060353 10/01/2005 09/01/2035 Y CITI083005 061060492 10/01/2005 09/01/2035 N citi090105 061061021 10/01/2005 09/01/2035 Y CITI083005 061061269 10/01/2005 09/01/2035 N CITI092305 061061436 10/01/2005 09/01/2035 N citi090105 061061499 10/01/2005 09/01/2035 Y CITI083005 061061560 10/01/2005 09/01/2035 N citi090105 061061568 10/01/2005 09/01/2035 N citi090105 061061592 10/01/2005 09/01/2045 N citi100405 061061667 11/01/2005 10/01/2035 N citi100405 061061697 10/01/2005 09/01/2035 N citi090105 061061722 10/01/2005 09/01/2035 Y citi101105 061061809 11/01/2005 10/01/2045 Y citi101105 061061829 10/01/2005 09/01/2045 Y citi100405 061061956 10/01/2005 09/01/2035 Y citi101105 061061965 11/01/2005 10/01/2035 Y citi101105 061061991 10/01/2005 09/01/2035 Y citi101105 061061992 11/01/2005 10/01/2035 Y citi101105 061062037 10/01/2005 09/01/2035 Y citi101105 061062082 11/01/2005 10/01/2035 Y citi101105 061062135 11/01/2005 10/01/2035 Y citi101105 061062136 11/01/2005 10/01/2035 Y citi101105 061062184 11/01/2005 10/01/2035 Y citi101105 061062203 12/01/2005 11/01/2035 Y citi101105 061062232 11/01/2005 10/01/2035 Y citi101105 061062245 11/01/2005 10/01/2035 Y citi101105 071068255 10/01/2005 09/01/2035 Y citi101105 071068507 10/01/2005 09/01/2035 N citi090105 071068535 11/01/2005 10/01/2035 N citi101105 071068571 10/01/2005 09/01/2035 N citi090105 071068654 10/01/2005 09/01/2035 Y citi101105 071068729 11/01/2005 10/01/2035 N citi100405 071068794 11/01/2005 10/01/2035 N citi100405 071068835 11/01/2005 10/01/2035 N citi101105 071068902 11/01/2005 10/01/2035 N citi101105 071068903 11/01/2005 10/01/2035 Y citi101105 071068934 10/01/2005 09/01/2035 Y citi101105 071068967 11/01/2005 10/01/2035 Y citi101105 071069006 10/01/2005 09/01/2035 N citi100405 071069031 11/01/2005 10/01/2035 Y citi101105 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11/01/2005 10/01/2035 N citi090105 101050586 10/01/2005 09/01/2035 N citi101105 101050588 10/01/2005 09/01/2035 N citi101105 101050619 10/01/2005 09/01/2045 Y citi090105 101050632 10/01/2005 09/01/2035 N citi090105 101050703 10/01/2005 09/01/2035 N citi101105 101050824 10/01/2005 09/01/2035 Y citi101105 101050826 11/01/2005 10/01/2035 Y citi101105 101050884 11/01/2005 10/01/2035 N citi100405 101051070 10/01/2005 09/01/2035 Y citi101105 111000298 10/01/2005 09/01/2035 N CITI092305 111000344 10/01/2005 09/01/2035 N CITI092305 111000528 10/01/2005 09/01/2035 N citi100405 111000555 10/01/2005 09/01/2035 N citi100405 111000571 10/01/2005 09/01/2035 Y CITI092305 111000578 10/01/2005 09/01/2035 Y CITI092305 111000580 10/01/2005 09/01/2035 N CITI092305 111000609 10/01/2005 09/01/2035 N CITI092305 121042340 10/01/2005 09/01/2035 N citi090105 121042679 10/01/2005 09/01/2035 Y CITI083005 121042906 10/01/2005 09/01/2035 Y citi101105 121043112 10/01/2005 09/01/2035 N citi100405 121043185 11/01/2005 10/01/2035 Y citi101105 121043266 11/01/2005 10/01/2035 Y citi101105 121043284 11/01/2005 10/01/2035 Y citi101105 121043287 11/01/2005 10/01/2035 N CITI092305 121043290 10/01/2005 09/01/2035 N citi100405 121043310 10/01/2005 09/01/2035 N citi100405 121043401 11/01/2005 10/01/2035 N citi100405 121043450 11/01/2005 10/01/2035 N citi101105 121043488 11/01/2005 10/01/2035 N citi100405 121043547 11/01/2005 10/01/2035 Y citi101105 121043567 11/01/2005 10/01/2035 Y citi101105 121043579 11/01/2005 10/01/2035 Y citi101105 131034660 10/01/2005 09/01/2035 N citi090105 131035160 10/01/2005 09/01/2035 N citi100405 131035273 10/01/2005 09/01/2035 N citi090105 131035311 10/01/2005 09/01/2035 Y citi101105 131035325 10/01/2005 09/01/2035 Y CITI092305 131035342 10/01/2005 09/01/2035 Y citi101105 131035389 10/01/2005 09/01/2035 N citi100405 131035423 10/01/2005 09/01/2035 Y citi101105 131035462 10/01/2005 09/01/2035 Y citi101105 131035488 11/01/2005 10/01/2035 Y citi101105 131035494 10/01/2005 09/01/2035 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citi100405 141050516 11/01/2005 10/01/2035 Y citi101105 141050630 11/01/2005 10/01/2035 N citi100405 141050765 11/01/2005 10/01/2035 N citi100405 141050794 11/01/2005 10/01/2035 N citi100405 141050830 11/01/2005 10/01/2035 N citi100405 141050900 11/01/2005 10/01/2035 N CITI092305 151029901 10/01/2005 09/01/2035 Y citi100405 151030012 10/01/2005 09/01/2035 N citi090105 151030184 11/01/2005 10/01/2035 Y citi101105 151030211 11/01/2005 10/01/2035 Y citi101105 151030243 10/01/2005 09/01/2035 Y citi101105 151030282 11/01/2005 10/01/2035 Y citi100405 151030351 11/01/2005 10/01/2035 Y citi101105 151030357 10/01/2005 09/01/2045 Y citi101105 151030545 11/01/2005 10/01/2035 N citi100405 151030582 11/01/2005 10/01/2035 N citi101105 161044084 10/01/2005 09/01/2035 N citi090105 161044245 09/01/2005 08/01/2025 Y citi081705 161044282 10/01/2005 09/01/2035 N CITI092305 161044440 10/01/2005 09/01/2035 N citi100405 161044447 10/01/2005 09/01/2035 Y citi090105 161044459 10/01/2005 09/01/2035 N citi100405 161044465 10/01/2005 09/01/2035 N CITI083005 161044471 10/01/2005 09/01/2035 N CITI092305 161044472 10/01/2005 09/01/2035 N CITI083005 161044521 11/01/2005 10/01/2035 Y citi101105 161044583 11/01/2005 10/01/2035 N citi100405 161044606 10/01/2005 09/01/2035 N citi090105 161044630 11/01/2005 10/01/2035 N citi101105 161044700 10/01/2005 09/01/2035 N citi100405 161044735 11/01/2005 10/01/2035 N citi100405 161044789 10/01/2005 09/01/2035 N citi100405 161044836 10/01/2005 09/01/2035 N citi100405 161044877 11/01/2005 10/01/2035 N citi100405 161044893 10/01/2005 09/01/2035 N citi100405 161044927 11/01/2005 10/01/2035 Y CITI092305 161044976 10/01/2005 09/01/2035 N citi100405 161044987 10/01/2005 09/01/2035 Y citi101105 161045014 10/01/2005 09/01/2035 N citi100405 161045092 10/01/2005 09/01/2035 N citi100405 161045105 11/01/2005 10/01/2035 N citi100405 161045120 10/01/2005 09/01/2035 N citi100405 161045135 10/01/2005 09/01/2035 N citi100405 161045186 10/01/2005 09/01/2035 N citi100405 161045268 11/01/2005 10/01/2035 N citi100405 161045274 12/01/2005 11/01/2035 N citi101105 161045276 11/01/2005 10/01/2035 Y CITI092305 161045312 11/01/2005 10/01/2035 N citi100405 161045340 11/01/2005 10/01/2035 N citi101105 161045466 12/01/2005 11/01/2035 N citi100405 171027630 10/01/2005 10/01/2035 N citi101105 171027898 11/01/2005 10/01/2035 N citi100405 171028165 11/01/2005 10/01/2035 N citi100405 171028184 10/01/2005 09/01/2035 N citi100405 171028254 10/01/2005 09/01/2035 N citi100405 171028335 11/01/2005 10/01/2035 N citi100405 171028428 11/01/2005 10/01/2035 N citi100405 171028446 11/01/2005 10/01/2035 N citi100405 171028493 11/01/2005 10/01/2035 N citi100405 191026066 09/01/2005 08/01/2035 N CITI072805 191026287 11/01/2005 10/01/2035 N citi100405 191026734 10/01/2005 09/01/2035 N citi100405 191026818 11/01/2005 10/01/2035 Y citi101105 191026822 11/01/2005 10/01/2035 N CITI092305 191026885 11/01/2005 10/01/2035 Y citi101105 191027014 10/01/2005 09/01/2035 N citi100405 191027090 11/01/2005 10/01/2035 Y citi101105 211031159 10/01/2005 09/01/2035 N citi090105 211032201 11/01/2005 10/01/2035 N citi100405 211033634 10/01/2005 09/01/2035 N citi100405 211033823 10/01/2005 09/01/2035 N citi090105 211033904 10/01/2005 09/01/2035 N citi090105 211034683 10/01/2005 09/01/2035 Y citi101105 211034753 10/01/2005 09/01/2035 Y citi101105 211034831 11/01/2005 10/01/2035 N citi100405 211034878 10/01/2005 09/01/2035 Y citi101105 211035209 11/01/2005 10/01/2035 N citi100405 211035477 11/01/2005 10/01/2035 N CITI092305 211035494 11/01/2005 10/01/2035 Y citi101105 211035504 10/01/2005 09/01/2035 Y CITI092305 211035599 11/01/2005 10/01/2035 N citi100405 211035667 10/01/2005 09/01/2035 N citi100405 211035714 11/01/2005 10/01/2035 N citi100405 211035730 10/01/2005 09/01/2035 N citi100405 211035821 10/01/2005 09/01/2035 N citi100405 211035854 11/01/2005 10/01/2035 N citi100405 211035861 11/01/2005 10/01/2035 N citi100405 211036042 11/01/2005 10/01/2035 N citi100405 211036122 11/01/2005 10/01/2035 N citi100405 211036183 11/01/2005 10/01/2035 N citi100405 231063824 06/01/2005 05/01/2035 Y CITI053105 231070033 10/01/2005 09/01/2035 N citi100405 231071008 10/01/2005 09/01/2035 Y CITI083005 231071080 10/01/2005 09/01/2035 N CITI083005 231071208 11/01/2005 10/01/2035 N citi100405 231071538 10/01/2005 09/01/2035 N CITI092305 231071664 10/01/2005 09/01/2035 Y CITI083005 231071674 10/01/2005 09/01/2035 N citi100405 231071676 11/01/2005 10/01/2035 N citi100405 231071739 09/01/2005 08/01/2035 N citi081705 231071782 11/01/2005 10/01/2035 N citi100405 231071907 11/01/2005 10/01/2035 N citi101105 231071986 11/01/2005 10/01/2035 N citi100405 231072083 10/01/2005 09/01/2035 Y citi101105 231072214 11/01/2005 10/01/2035 N citi100405 231072259 10/01/2005 09/01/2035 N citi090105 231072285 10/01/2005 09/01/2035 N citi100405 231072458 10/01/2005 09/01/2035 N CITI092305 231072461 10/01/2005 09/01/2035 N CITI083005 231072481 11/01/2005 10/01/2035 Y citi101105 231072656 10/01/2005 09/01/2035 Y citi101105 231072775 11/01/2005 10/01/2035 N citi100405 231072804 11/01/2005 10/01/2035 N citi100405 231072872 11/01/2005 10/01/2035 N citi100405 231072880 11/01/2005 10/01/2035 N CITI092305 231072952 11/01/2005 10/01/2035 N citi100405 231073042 11/01/2005 10/01/2035 N CITI092305 231073043 10/01/2005 09/01/2035 Y citi101105 231073091 10/01/2005 09/01/2035 N citi100405 231073112 11/01/2005 10/01/2035 N citi100405 231073136 11/01/2005 10/01/2035 N CITI092305 231073247 11/01/2005 10/01/2035 N citi101105 231073305 10/01/2005 09/01/2035 N citi100405 231073346 11/01/2005 10/01/2035 N citi100405 231073368 11/01/2005 10/01/2035 N citi100405 231073420 11/01/2005 10/01/2035 Y citi101105 231073432 11/01/2005 10/01/2035 N citi100405 231073567 11/01/2005 10/01/2035 N citi100405 231073578 11/01/2005 10/01/2035 N citi100405 231073668 11/01/2005 10/01/2035 N citi100405 251038135 10/01/2005 09/01/2035 Y citi101105 251038209 11/01/2005 10/01/2035 N citi100405 261053693 11/01/2005 10/01/2035 N CITI102105 261053846 10/01/2005 09/01/2035 N citi090105 261053932 10/01/2005 09/01/2035 Y CITI092305 261054107 11/01/2005 10/01/2035 Y citi101105 261054132 10/01/2005 09/01/2035 Y citi101105 261054142 11/01/2005 10/01/2035 Y citi101105 261054394 11/01/2005 10/01/2045 Y citi101105 261054543 10/01/2005 09/01/2035 N citi100405 271024203 10/01/2005 09/01/2035 Y citi101105 271024215 10/01/2005 09/01/2035 N citi100405 271024451 10/01/2005 09/01/2035 Y citi101105 271024490 10/01/2005 09/01/2035 N citi100405 271024503 11/01/2005 10/01/2035 N CITI092305 281016815 10/01/2005 09/01/2035 N citi090105 281016902 10/01/2005 09/01/2035 Y CITI083005 281017046 10/01/2005 09/01/2035 Y citi090105 281017272 11/01/2005 10/01/2035 Y citi101105 291001657 11/01/2005 10/01/2035 Y citi101105 291002243 11/01/2005 10/01/2035 N citi100405 301002171 08/01/2005 07/01/2035 N CITI072805 301002375 11/01/2005 10/01/2035 N citi100405 301002756 10/01/2005 09/01/2045 Y CITI092305 301002831 10/01/2005 09/01/2035 N CITI092305 301002917 11/01/2005 10/01/2035 N citi100405 301002920 11/01/2005 10/01/2035 N citi100405 311027932 10/01/2005 09/01/2035 N citi090105 311028264 10/01/2005 09/01/2035 Y CITI083005 311028267 10/01/2005 09/01/2035 Y citi090105 311028269 11/01/2005 10/01/2035 N citi100405 311028270 10/01/2005 09/01/2035 Y citi101105 311028298 10/01/2005 09/01/2035 Y citi101105 311028309 10/01/2005 09/01/2035 Y citi101105 311028342 10/01/2005 09/01/2035 N citi100405 311028379 10/01/2005 09/01/2035 Y citi101105 311028413 11/01/2005 10/01/2035 N citi101105 311028470 11/01/2005 10/01/2035 N CITI092305 311028471 10/01/2005 09/01/2035 Y CITI092305 311028488 10/01/2005 09/01/2035 Y citi101105 311028604 11/01/2005 10/01/2035 Y citi101105 311028659 11/01/2005 10/01/2035 N CITI102105 321028045 09/01/2005 08/01/2035 N CITI072805 321028574 10/01/2005 09/01/2035 N citi081705 321028630 10/01/2005 09/01/2035 N CITI083005 321029225 11/01/2005 10/01/2035 N citi100405 321029413 11/01/2005 10/01/2035 Y citi101105 321029454 11/01/2005 10/01/2035 N citi100405 321029507 10/01/2005 09/01/2035 Y citi101105 321029567 11/01/2005 10/01/2035 Y citi101105 321029575 11/01/2005 10/01/2035 N citi100405 321029618 11/01/2005 10/01/2035 Y citi101105 321029714 11/01/2005 10/01/2035 N citi100405 331039344 10/01/2005 09/01/2035 Y CITI092305 331039641 10/01/2005 09/01/2035 N citi100405 331039997 11/01/2005 10/01/2035 N citi100405 331040104 11/01/2005 10/01/2035 N citi100405 331040210 10/01/2005 09/01/2035 N citi100405 331040226 11/01/2005 10/01/2035 N citi100405 331040249 10/01/2005 09/01/2035 N citi090105 331040265 10/01/2005 09/01/2035 N CITI092305 331040277 11/01/2005 10/01/2035 Y CITI092305 331040292 10/01/2005 09/01/2035 Y citi101105 331040320 10/01/2005 09/01/2035 N citi100405 331040339 11/01/2005 10/01/2035 N citi100405 331040544 11/01/2005 10/01/2035 Y citi101105 331040571 10/01/2005 09/01/2035 Y citi101105 331040717 10/01/2005 09/01/2035 Y CITI092305 331040851 11/01/2005 10/01/2035 N CITI092305 331040872 11/01/2005 10/01/2035 N citi100405 331040902 11/01/2005 10/01/2035 N CITI102105 331041086 11/01/2005 10/01/2035 N citi100405 331041129 11/01/2005 10/01/2035 N citi100405 331041182 11/01/2005 10/01/2035 Y citi101105 341024593 10/01/2005 09/01/2035 N citi090105 341027170 10/01/2005 09/01/2035 N citi090105 341027282 10/01/2005 09/01/2035 N citi100405 341027420 10/01/2005 09/01/2035 Y citi101105 341027462 10/01/2005 09/01/2035 Y citi101105 341027562 10/01/2005 09/01/2035 Y citi101105 341027613 11/01/2005 10/01/2035 N citi100405 341027714 11/01/2005 10/01/2035 N CITI092305 341027791 11/01/2005 10/01/2035 Y citi101105 351029326 10/01/2005 09/01/2035 Y CITI092305 351029614 10/01/2005 09/01/2035 N citi090105 351029791 10/01/2005 09/01/2035 N citi090105 351029833 10/01/2005 09/01/2035 N CITI092305 351030042 11/01/2005 10/01/2035 N CITI092305 351030103 11/01/2005 10/01/2035 Y citi101105 351030780 11/01/2005 10/01/2035 N citi101105 361026845 10/01/2005 09/01/2035 N citi090105 361026993 10/01/2005 09/01/2035 Y CITI083005 361027094 10/01/2005 09/01/2035 N citi090105 361027121 10/01/2005 09/01/2035 Y citi090105 361027146 10/01/2005 09/01/2035 Y citi101105 361027466 11/01/2005 10/01/2035 Y citi101105 361027576 11/01/2005 10/01/2035 Y citi101105 361027664 11/01/2005 10/01/2035 Y citi101105 361027726 11/01/2005 10/01/2035 N citi100405 371028368 10/01/2005 09/01/2035 N citi090105 371028409 10/01/2005 09/01/2035 Y CITI083005 371028501 10/01/2005 09/01/2035 Y CITI083005 371028610 10/01/2005 09/01/2035 Y CITI083005 371028629 10/01/2005 09/01/2035 N citi090105 371028787 10/01/2005 09/01/2035 N CITI092305 371028801 10/01/2005 09/01/2035 Y CITI092305 371028835 11/01/2005 10/01/2035 Y citi101105 371028839 10/01/2005 09/01/2035 Y citi101105 371028863 11/01/2005 10/01/2035 Y citi101105 371028942 10/01/2005 09/01/2035 Y CITI092305 371028970 11/01/2005 10/01/2035 Y citi101105 371029005 11/01/2005 10/01/2035 N citi101105 371029025 11/01/2005 10/01/2035 N citi100405 371029106 10/01/2005 09/01/2035 N CITI092305 371029181 11/01/2005 10/01/2035 Y citi101105 371029191 11/01/2005 10/01/2035 N citi100405 371029234 11/01/2005 10/01/2035 N citi100405 371029240 11/01/2005 10/01/2035 N citi101105 371029246 11/01/2005 10/01/2035 N CITI092305 371029278 11/01/2005 10/01/2035 N citi100405 371029476 11/01/2005 10/01/2035 Y citi101105 371029506 11/01/2005 10/01/2035 Y citi101105 371029595 11/01/2005 10/01/2035 Y citi101105 381023402 10/01/2005 09/01/2035 N citi100405 381023762 09/01/2005 08/01/2035 N CITI092305 381024043 11/01/2005 10/01/2035 N citi100405 381024116 11/01/2005 10/01/2035 N citi100405 381024377 10/01/2005 09/01/2035 N CITI092305 381024392 11/01/2005 10/01/2035 N citi100405 381024485 10/01/2005 09/01/2035 N citi100405 381024592 11/01/2005 10/01/2035 N citi100405 381024632 11/01/2005 10/01/2035 N citi100405 381024695 11/01/2005 10/01/2035 N citi100405 391012997 07/01/2005 06/01/2035 N CITI063005 391014186 09/01/2005 08/01/2035 N CITI082605 391014434 10/01/2005 09/01/2035 N CITI083005 391014458 10/01/2005 09/01/2035 N CITI102105 391014507 10/01/2005 09/01/2035 Y CITI083005 391014579 10/01/2005 09/01/2035 N citi090105 391014724 11/01/2005 10/01/2035 N CITI102105 391014758 10/01/2005 09/01/2045 Y citi090105 391014819 10/01/2005 09/01/2035 Y citi101105 391014938 11/01/2005 10/01/2035 N CITI102105 391014996 11/01/2005 10/01/2045 Y citi101105 391015036 11/01/2005 10/01/2035 N citi100405 391015047 11/01/2005 10/01/2035 N citi100405 391015091 11/01/2005 10/01/2035 Y citi101105 391015112 12/01/2005 11/01/2035 Y CITI102105 401003629 10/01/2005 09/01/2035 Y citi101105 401003696 10/01/2005 09/01/2035 Y CITI092305 401003974 10/01/2005 09/01/2035 N CITI092305 401004000 10/01/2005 09/01/2035 N CITI092305 401004054 10/01/2005 09/01/2035 N CITI092305 511034811 09/01/2005 08/01/2035 N CITI082605 511037428 10/01/2005 09/01/2035 N citi100405 511037510 10/01/2005 09/01/2035 N citi100405 511037557 10/01/2005 09/01/2035 Y citi101105 511037649 10/01/2005 09/01/2035 N citi090105 511037790 10/01/2005 09/01/2035 N CITI092305 511037807 10/01/2005 09/01/2035 Y citi101105 511037875 10/01/2005 09/01/2020 Y citi101105 511037888 10/01/2005 09/01/2035 N citi100405 511037930 10/01/2005 09/01/2035 N citi100405 511037936 10/01/2005 09/01/2035 N citi100405 511037956 10/01/2005 09/01/2035 N citi100405 511037977 11/01/2005 10/01/2035 N citi100405 511037991 10/01/2005 09/01/2035 N citi100405 511037995 10/01/2005 09/01/2035 N citi100405 511038073 11/01/2005 10/01/2035 N citi100405 511038608 11/01/2005 10/01/2035 N citi101105 511038674 11/01/2005 10/01/2035 N citi100405 521028950 11/01/2005 10/01/2035 N citi100405 521028964 10/01/2005 09/01/2035 N citi090105 521028987 11/01/2005 10/01/2035 N citi100405 521029166 11/01/2005 10/01/2035 Y citi101105 521029210 10/01/2005 09/01/2035 Y citi101105 521029290 10/01/2005 09/01/2035 Y citi101105 521029292 10/01/2005 09/01/2035 Y citi100405 521029323 11/01/2005 10/01/2035 Y citi100405 521029362 10/01/2005 09/01/2035 Y citi101105 521029373 11/01/2005 10/01/2035 Y citi101105 521029375 11/01/2005 10/01/2035 Y citi101105 521029387 11/01/2005 10/01/2035 Y citi101105 521029416 10/01/2005 09/01/2035 N CITI092305 521029507 11/01/2005 10/01/2035 N citi100405 521029549 11/01/2005 10/01/2035 N citi100405 521029726 11/01/2005 10/01/2035 Y citi100405 551007780 10/01/2005 09/01/2035 Y citi101105 551008832 11/01/2005 10/01/2035 N citi100405 551008834 11/01/2005 10/01/2035 Y citi101105 551008871 11/01/2005 10/01/2035 Y citi101105 551008879 11/01/2005 10/01/2035 Y citi101105 551008881 11/01/2005 10/01/2035 Y citi101105 551008915 11/01/2005 10/01/2035 Y citi101105 551009047 11/01/2005 10/01/2035 Y citi101105 561003461 10/01/2005 09/01/2035 Y citi101105 561003466 10/01/2005 09/01/2035 N citi100405 561003695 11/01/2005 10/01/2035 Y CITI092305 561003745 11/01/2005 10/01/2035 Y citi101105 561003780 11/01/2005 10/01/2035 Y CITI092305 561003801 11/01/2005 10/01/2035 N citi100405 561003855 10/01/2005 09/01/2035 N citi100405 561003869 11/01/2005 10/01/2035 N citi100405 581001862 10/01/2005 09/01/2035 Y citi090105 581002124 10/01/2005 09/01/2035 N CITI092305 581002197 10/01/2005 09/01/2035 N citi100405 581002273 11/01/2005 10/01/2035 N citi100405 581002303 10/01/2005 09/01/2035 N citi100405 581002324 10/01/2005 09/01/2035 N citi100405 581002358 10/01/2005 09/01/2035 N citi101105 581002360 11/01/2005 10/01/2035 N citi100405 581002417 11/01/2005 10/01/2035 N citi100405 581002431 11/01/2005 10/01/2035 N CITI092305 581002432 11/01/2005 10/01/2035 N citi100405 581002839 11/01/2005 10/01/2035 N citi100405 581002859 11/01/2005 10/01/2035 N CITI092305 581002876 11/01/2005 10/01/2035 N citi100405 581002942 11/01/2005 10/01/2035 N citi100405 581003024 11/01/2005 10/01/2035 N citi100405 581003051 11/01/2005 10/01/2035 N citi100405 581003148 11/01/2005 10/01/2035 N citi100405 591000669 11/01/2005 10/01/2035 Y citi101105 611016310 09/01/2005 08/01/2035 N citi081905 611017301 09/01/2005 08/01/2035 Y citi081705 611017762 10/01/2005 09/01/2035 N citi100405 611018244 10/01/2005 09/01/2035 Y CITI083005 611018302 10/01/2005 09/01/2035 Y citi101105 611018358 10/01/2005 09/01/2045 N CITI083005 611018441 10/01/2005 09/01/2035 Y citi090105 611018478 11/01/2005 10/01/2035 Y citi101105 611018548 11/01/2005 10/01/2035 N citi100405 611018609 11/01/2005 10/01/2035 N citi100405 611018631 10/01/2005 09/01/2035 N CITI083005 611018744 11/01/2005 10/01/2035 N CITI092305 611018750 11/01/2005 10/01/2035 Y citi101105 611018761 11/01/2005 10/01/2035 N citi101105 611018900 11/01/2005 10/01/2035 N citi100405 611018924 11/01/2005 10/01/2035 N CITI092305 611018932 11/01/2005 10/01/2035 N citi100405 621010272 11/01/2005 10/01/2035 Y citi101105 621010568 10/01/2005 09/01/2035 N citi090105 621010613 10/01/2005 09/01/2035 Y CITI083005 621010625 10/01/2005 09/01/2035 Y CITI083005 621010923 10/01/2005 09/01/2035 N citi090105 621011064 11/01/2005 10/01/2035 Y citi101105 621011361 11/01/2005 10/01/2035 N citi101105 621011373 11/01/2005 10/01/2035 N citi100405 621011396 10/01/2005 09/01/2035 N citi100405 621011402 11/01/2005 10/01/2035 Y citi101105 621011508 11/01/2005 10/01/2035 N CITI102105 621011608 11/01/2005 10/01/2035 Y citi101105 621011631 10/01/2005 09/01/2035 N citi100405 621011639 10/01/2005 09/01/2035 Y citi101105 621011711 11/01/2005 10/01/2035 Y citi101105 621011712 10/01/2005 09/01/2035 Y citi101105 621011802 11/01/2005 10/01/2035 N citi100405 621011821 11/01/2005 10/01/2035 N citi100405 621011842 11/01/2005 10/01/2035 N citi100405 621012039 11/01/2005 10/01/2035 Y citi101105 631008574 10/01/2005 09/01/2035 N citi101105 631008869 10/01/2005 09/01/2035 N citi101105 631009077 10/01/2005 09/01/2035 N citi100405 631009150 10/01/2005 09/01/2035 N CITI083005 631009209 10/01/2005 09/01/2035 N citi100405 631009351 10/01/2005 09/01/2035 N citi101105 631009410 10/01/2005 09/01/2035 N citi100405 631009472 11/01/2005 10/01/2035 N citi100405 631009502 11/01/2005 10/01/2035 N citi101105 631009515 11/01/2005 10/01/2035 Y citi101105 631009516 10/01/2005 09/01/2035 N citi100405 631009567 10/01/2005 09/01/2035 Y citi101105 631009626 10/01/2005 09/01/2035 N CITI092305 631009638 10/01/2005 09/01/2035 N citi100405 631009698 10/01/2005 09/01/2035 N citi100405 631009739 11/01/2005 10/01/2035 N citi100405 631009754 10/01/2005 09/01/2035 Y citi101105 631009757 10/01/2005 09/01/2035 Y citi101105 631009828 10/01/2005 09/01/2035 N citi100405 631009947 11/01/2005 10/01/2035 N citi100405 641011424 10/01/2005 09/01/2035 N citi090105 641011426 10/01/2005 09/01/2035 N citi090105 641011973 10/01/2005 09/01/2035 Y citi090105 641012059 10/01/2005 09/01/2045 Y citi101105 641012312 10/01/2005 09/01/2035 Y citi101105 641012428 11/01/2005 10/01/2035 Y citi101105 641012505 11/01/2005 10/01/2035 N citi100405 641012710 11/01/2005 10/01/2035 Y citi101105 641012732 11/01/2005 10/01/2035 N citi100405 641012805 11/01/2005 10/01/2035 Y citi101105 641012843 11/01/2005 10/01/2035 Y citi101105 641012848 11/01/2005 10/01/2035 N citi100405 641012911 11/01/2005 10/01/2035 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citi101105 661010244 10/01/2005 09/01/2035 N citi100405 661010308 11/01/2005 10/01/2035 N citi101105 661010326 11/01/2005 10/01/2035 N citi101105 661010345 11/01/2005 10/01/2035 N citi101105 671005787 10/01/2005 09/01/2035 N citi100405 671005923 10/01/2005 09/01/2035 Y CITI083005 671006415 10/01/2005 09/01/2035 N CITI083005 671006443 10/01/2005 09/01/2035 N CITI092305 671006525 10/01/2005 09/01/2035 N citi100405 671006638 10/01/2005 09/01/2035 N citi100405 671006644 11/01/2005 10/01/2035 N citi100405 671006661 10/01/2005 09/01/2035 N citi100405 671006699 10/01/2005 09/01/2035 N citi100405 671006713 10/01/2005 09/01/2035 N CITI092305 671006772 10/01/2005 09/01/2035 N citi101105 671006777 10/01/2005 09/01/2035 N citi100405 671006892 10/01/2005 09/01/2035 N citi100405 671006918 11/01/2005 10/01/2035 N citi100405 671006995 10/01/2005 09/01/2035 N citi100405 671007072 10/01/2005 09/01/2035 N CITI092305 671007085 10/01/2005 09/01/2035 N citi100405 671007095 11/01/2005 10/01/2035 N citi100405 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10/01/2005 09/01/2035 Y citi101105 691005433 11/01/2005 10/01/2035 N citi100405 691005525 10/01/2005 09/01/2035 N citi100405 691005579 11/01/2005 10/01/2035 Y CITI092305 701001690 10/01/2005 09/01/2035 Y CITI092305 701001884 11/01/2005 10/01/2035 N citi100405 711008035 10/01/2005 09/01/2035 N CITI083005 711008147 10/01/2005 09/01/2035 Y citi101105 711008157 10/01/2005 09/01/2035 Y CITI102105 721008264 10/01/2005 09/01/2035 Y citi090105 721008571 10/01/2005 09/01/2035 N citi100405 721008574 10/01/2005 09/01/2035 Y citi101105 721008594 11/01/2005 10/01/2035 N CITI110305 721008595 11/01/2005 10/01/2035 N citi100405 731012201 10/01/2005 09/01/2035 N citi090105 731012255 10/01/2005 09/01/2035 Y CITI083005 731012382 11/01/2005 10/01/2035 Y citi101105 731012509 11/01/2005 10/01/2035 Y citi101105 741013221 10/01/2005 09/01/2035 Y CITI102105 741013385 10/01/2005 09/01/2035 Y citi101105 761013017 10/01/2005 09/01/2045 Y citi090105 761013323 11/01/2005 10/01/2015 Y citi100405 761013467 10/01/2005 09/01/2045 N citi090105 761013587 11/01/2005 10/01/2035 Y citi101105 761013664 11/01/2005 10/01/2035 N citi100405 781003522 07/01/2005 06/01/2035 Y CITI061705 781004568 11/01/2005 10/01/2035 N citi100405 781004723 10/01/2005 09/01/2035 N citi090105 791003842 10/01/2005 09/01/2035 Y CITI083005 791004415 11/01/2005 10/01/2035 Y citi100405 841007270 10/01/2005 09/01/2035 N citi090105 841007513 10/01/2005 09/01/2035 Y CITI083005 841008190 10/01/2005 09/01/2035 N citi090105 841008247 10/01/2005 09/01/2035 Y CITI083005 841008420 10/01/2005 09/01/2035 N citi090105 841008422 11/01/2005 10/01/2035 Y citi101105 841008517 10/01/2005 09/01/2035 N citi090105 841008527 11/01/2005 10/01/2045 Y citi101105 841008529 10/01/2005 09/01/2035 Y citi101105 841008636 10/01/2005 09/01/2035 Y citi101105 841008865 10/01/2005 09/01/2035 Y citi101105 841008877 11/01/2005 10/01/2035 Y citi101105 841008909 10/01/2005 09/01/2035 Y citi101105 841008968 11/01/2005 10/01/2045 Y citi101105 841008977 11/01/2005 10/01/2035 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HSBC092705 031037316 10/01/2005 09/01/2035 N HSBC092705 031037390 10/01/2005 09/01/2035 N HSBC092705 031037393 10/01/2005 09/01/2045 N HSBC092705 031037462 10/01/2005 09/01/2035 N HSBC092705 031037479 10/01/2005 09/01/2035 N HSBC092705 031037518 10/01/2005 09/01/2035 N HSBC092705 031037666 10/01/2005 09/01/2035 N hsbc092805 031037707 10/01/2005 09/01/2035 N HSBC092705 031037736 10/01/2005 09/01/2035 N HSBC092705 031037937 11/01/2005 10/01/2035 N HSBC092705 041067451 11/01/2005 10/01/2035 N hsbc092805 041068182 11/01/2005 10/01/2035 N HSBC092705 041070527 11/01/2005 10/01/2035 N HSBC092705 041070897 11/01/2005 10/01/2035 N HSBC092705 041071209 10/01/2005 09/01/2035 N HSBC092705 041071232 10/01/2005 09/01/2035 N HSBC092705 041071361 11/01/2005 10/01/2035 N HSBC092705 041071369 10/01/2005 09/01/2035 N HSBC092705 041071417 11/01/2005 10/01/2035 N hsbc092805 041071423 10/01/2005 09/01/2035 N hsbc092805 041071450 10/01/2005 09/01/2045 N HSBC092705 041071518 10/01/2005 09/01/2035 N HSBC092705 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10/01/2005 09/01/2035 N HSBC092705 051060662 11/01/2005 10/01/2035 N HSBC092705 051060706 11/01/2005 10/01/2035 N HSBC092705 051060711 11/01/2005 10/01/2035 N HSBC092705 051060722 11/01/2005 10/01/2035 N hsbc092805 061061533 11/01/2005 10/01/2035 N HSBC092705 061061604 11/01/2005 10/01/2035 N HSBC092705 061061726 11/01/2005 10/01/2035 N HSBC092705 061061806 11/01/2005 10/01/2035 N HSBC092705 061061842 11/01/2005 10/01/2035 N HSBC092705 061061910 11/01/2005 10/01/2035 N HSBC092705 061062058 11/01/2005 10/01/2035 N HSBC092705 061062061 11/01/2005 10/01/2035 N HSBC092705 061062099 11/01/2005 10/01/2035 N HSBC092705 061062121 11/01/2005 10/01/2035 N HSBC092705 061062158 11/01/2005 10/01/2035 N hsbc092805 061062170 11/01/2005 10/01/2035 N HSBC092705 061062195 11/01/2005 10/01/2035 N HSBC092705 061062226 11/01/2005 10/01/2035 N HSBC092705 071067951 10/01/2005 09/01/2035 N HSBC092705 071068387 10/01/2005 09/01/2035 N HSBC092705 071068765 10/01/2005 09/01/2035 N HSBC092705 071068911 10/01/2005 09/01/2035 N HSBC092705 071069045 10/01/2005 09/01/2035 N hsbc092805 071069153 11/01/2005 10/01/2035 N hsbc092805 081056719 10/01/2005 09/01/2035 N HSBC092705 081057583 10/01/2005 09/01/2035 N HSBC092705 081058185 11/01/2005 10/01/2035 N HSBC092705 081058225 10/01/2005 09/01/2035 N HSBC092705 081058369 10/01/2005 09/01/2035 N HSBC092705 081058485 10/01/2005 09/01/2035 N HSBC092705 081058497 11/01/2005 10/01/2035 N HSBC092705 081058570 11/01/2005 10/01/2035 N HSBC092705 081058619 10/01/2005 09/01/2035 N HSBC092705 081058621 11/01/2005 10/01/2035 N HSBC092705 081058653 11/01/2005 10/01/2035 N HSBC092705 081058707 11/01/2005 10/01/2035 N HSBC092705 081058743 11/01/2005 10/01/2035 N HSBC092705 081058765 11/01/2005 10/01/2035 N HSBC092705 081058936 11/01/2005 10/01/2035 N hsbc092805 081059027 12/01/2005 11/01/2035 N HSBC092705 101050247 10/01/2005 09/01/2035 N HSBC092705 101050337 10/01/2005 09/01/2035 N HSBC092705 101050419 10/01/2005 09/01/2035 N HSBC092705 101050462 10/01/2005 09/01/2035 N hsbc092805 101050474 10/01/2005 09/01/2035 N HSBC092705 101050518 10/01/2005 09/01/2035 N hsbc092805 101050520 10/01/2005 09/01/2035 N HSBC092705 101050575 10/01/2005 09/01/2035 N HSBC092705 101050663 10/01/2005 09/01/2035 N hsbc092805 101050701 11/01/2005 10/01/2035 N HSBC092705 101050729 10/01/2005 09/01/2035 N HSBC092705 101050735 11/01/2005 10/01/2035 N hsbc092805 101050785 10/01/2005 09/01/2035 N HSBC092705 101050804 10/01/2005 09/01/2035 N hsbc092805 101050815 11/01/2005 10/01/2035 N HSBC092705 101050885 11/01/2005 10/01/2035 N HSBC092705 101050890 11/01/2005 10/01/2035 N HSBC092705 101050931 10/01/2005 09/01/2035 N HSBC092705 101050933 11/01/2005 10/01/2035 N hsbc092805 101050991 10/01/2005 09/01/2035 N hsbc092805 101051023 11/01/2005 10/01/2035 N HSBC092705 101051030 10/01/2005 09/01/2035 N hsbc092805 101051033 10/01/2005 09/01/2035 N hsbc092805 101051124 11/01/2005 10/01/2035 N hsbc092805 111000531 10/01/2005 09/01/2035 N HSBC092705 121042496 10/01/2005 09/01/2035 N hsbc092805 121042773 10/01/2005 09/01/2035 N hsbc092805 121042846 10/01/2005 09/01/2035 N HSBC092705 121042903 10/01/2005 09/01/2035 N HSBC092705 121042992 11/01/2005 10/01/2035 N HSBC092705 121043111 10/01/2005 09/01/2035 N hsbc092805 121043123 10/01/2005 09/01/2035 N HSBC092705 121043140 10/01/2005 09/01/2035 N HSBC092705 121043159 10/01/2005 09/01/2035 N HSBC092705 121043163 10/01/2005 09/01/2035 N HSBC092705 121043254 10/01/2005 09/01/2035 N HSBC092705 121043303 11/01/2005 10/01/2035 N HSBC092705 121043404 11/01/2005 10/01/2035 N HSBC092705 121043446 11/01/2005 10/01/2035 N hsbc092805 121043452 11/01/2005 10/01/2035 N HSBC092705 121043468 11/01/2005 10/01/2035 N HSBC092705 121043487 11/01/2005 10/01/2035 N hsbc092805 121043507 11/01/2005 10/01/2035 N HSBC092705 121043569 11/01/2005 10/01/2035 N HSBC092705 121043586 11/01/2005 10/01/2035 N hsbc092805 131034934 11/01/2005 10/01/2035 N HSBC092705 131035281 11/01/2005 10/01/2035 N hsbc092805 131035313 10/01/2005 09/01/2035 N HSBC092705 131035382 11/01/2005 10/01/2035 N HSBC092705 131035392 11/01/2005 10/01/2035 N HSBC092705 131035417 11/01/2005 10/01/2035 N HSBC092705 131035424 10/01/2005 09/01/2035 N HSBC092705 131035438 10/01/2005 09/01/2035 N HSBC092705 131035467 11/01/2005 10/01/2035 N HSBC092705 131035507 11/01/2005 10/01/2035 N HSBC092705 131035516 10/01/2005 09/01/2035 N HSBC092705 131035527 11/01/2005 10/01/2035 N HSBC092705 131035566 11/01/2005 10/01/2035 N HSBC092705 131035660 11/01/2005 10/01/2035 N hsbc092805 131035700 11/01/2005 10/01/2035 N hsbc092805 131035742 11/01/2005 10/01/2035 N HSBC092705 131035779 11/01/2005 10/01/2035 N HSBC092705 141050192 11/01/2005 10/01/2035 N HSBC092705 141050218 10/01/2005 09/01/2035 N HSBC092705 141050379 11/01/2005 10/01/2035 N HSBC092705 141050563 10/01/2005 09/01/2035 N HSBC092705 141050586 11/01/2005 10/01/2035 N HSBC092705 141050589 11/01/2005 10/01/2035 N HSBC092705 141050629 10/01/2005 09/01/2035 N HSBC092705 141050701 11/01/2005 10/01/2035 N HSBC092705 141050706 11/01/2005 10/01/2035 N HSBC092705 141050859 11/01/2005 10/01/2035 N HSBC092705 141050884 11/01/2005 10/01/2035 N HSBC092705 141050948 11/01/2005 10/01/2035 N HSBC092705 151030131 11/01/2005 10/01/2035 N HSBC092705 151030132 10/01/2005 09/01/2035 N HSBC092705 151030266 10/01/2005 09/01/2035 N HSBC092705 151030269 11/01/2005 10/01/2035 N HSBC092705 151030384 11/01/2005 10/01/2035 N HSBC092705 151030392 11/15/2005 10/15/2035 N HSBC092705 151030451 11/01/2005 10/01/2035 N HSBC092705 151030489 11/01/2005 10/01/2035 N HSBC092705 161044060 11/01/2005 10/01/2035 N HSBC092705 161044514 11/01/2005 10/01/2035 N hsbc092805 161044538 10/01/2005 09/01/2035 N HSBC092705 161044578 10/01/2005 09/01/2035 N HSBC092705 161044688 10/01/2005 09/01/2035 N HSBC092705 161044693 10/01/2005 09/01/2035 N HSBC092705 161044828 10/01/2005 09/01/2035 N HSBC092705 161044885 11/01/2005 10/01/2035 N HSBC092705 161044958 10/01/2005 09/01/2035 N HSBC092705 161044973 11/01/2005 10/01/2035 N HSBC092705 161044981 11/01/2005 10/01/2035 N HSBC092705 161044988 11/01/2005 10/01/2035 N HSBC092705 161044989 10/01/2005 09/01/2035 N hsbc092805 161045121 11/01/2005 10/01/2035 N HSBC092705 161045221 11/01/2005 10/01/2035 N hsbc092805 161045251 11/01/2005 10/01/2045 N HSBC092705 161045266 11/01/2005 10/01/2035 N hsbc092805 161045275 11/01/2005 10/01/2045 N HSBC092705 161045319 11/01/2005 10/01/2035 N HSBC092705 171028140 10/01/2005 09/01/2035 N HSBC092705 171028168 11/01/2005 10/01/2035 N HSBC092705 171028217 10/01/2005 09/01/2035 N hsbc092805 171028260 11/01/2005 10/01/2035 N hsbc092805 171028264 11/01/2005 10/01/2035 N HSBC092705 171028280 10/01/2005 09/01/2035 N HSBC092705 191026206 10/01/2005 09/01/2035 N hsbc092805 191026515 10/01/2005 09/01/2035 N HSBC092705 191026622 10/01/2005 09/01/2035 N HSBC092705 191026684 10/01/2005 09/01/2035 N HSBC092705 191026809 11/01/2005 10/01/2035 N HSBC092705 191026899 10/01/2005 09/01/2035 N HSBC092705 191026904 10/01/2005 09/01/2035 N HSBC092705 191026929 10/01/2005 09/01/2035 N HSBC092705 191026932 11/01/2005 10/01/2035 N HSBC092705 191026951 11/01/2005 10/01/2035 N hsbc092805 191027061 11/01/2005 10/01/2035 N HSBC092705 191027098 11/01/2005 10/01/2035 N HSBC092705 211030093 10/01/2005 09/01/2035 N HSBC092705 211030562 10/01/2005 09/01/2035 N hsbc092805 211033351 11/01/2005 10/01/2035 N HSBC092705 211034243 10/01/2005 09/01/2035 N HSBC092705 211034315 10/01/2005 09/01/2035 N HSBC092705 211034359 09/16/2005 08/16/2035 N hsbc092805 211034569 10/01/2005 09/01/2035 N HSBC092705 211034594 10/01/2005 09/01/2035 N HSBC092705 211034654 10/01/2005 09/01/2035 N hsbc092805 211034902 10/01/2005 09/01/2035 N hsbc092805 211034924 10/01/2005 09/01/2035 N HSBC092705 211035034 10/01/2005 09/01/2035 N HSBC092705 211035054 11/01/2005 10/01/2035 N HSBC092705 211035068 11/01/2005 10/01/2035 N HSBC092705 211035190 11/01/2005 10/01/2035 N HSBC092705 211035192 10/01/2005 09/01/2035 N HSBC092705 211035198 10/01/2005 09/01/2035 N HSBC092705 211035282 10/01/2005 09/01/2035 N HSBC092705 211035381 10/01/2005 09/01/2035 N HSBC092705 211035616 11/01/2005 10/01/2035 N HSBC092705 211035704 11/01/2005 10/01/2035 N HSBC092705 211035721 11/01/2005 10/01/2035 N HSBC092705 211035801 10/01/2005 09/01/2035 N HSBC092705 211035888 11/01/2005 10/01/2035 N HSBC092705 231069134 10/01/2005 09/01/2035 N hsbc092805 231069290 10/01/2005 09/01/2035 N HSBC092705 231070565 11/01/2005 10/01/2035 N HSBC092705 231070610 10/01/2005 09/01/2035 N hsbc092805 231071256 10/01/2005 09/01/2035 N hsbc092805 231071771 10/01/2005 09/01/2035 N hsbc092805 231071959 10/01/2005 09/01/2035 N hsbc092805 231071978 11/01/2005 10/01/2035 N HSBC092705 231072403 10/01/2005 09/01/2035 N hsbc092805 231072449 11/01/2005 10/01/2035 N HSBC092705 231072474 11/01/2005 10/01/2035 N hsbc092805 231072482 10/01/2005 09/01/2035 N HSBC092705 231072505 11/01/2005 10/01/2035 N HSBC092705 231072527 11/01/2005 10/01/2035 N HSBC092705 231072553 11/01/2005 10/01/2035 N HSBC092705 231072711 11/01/2005 10/01/2035 N HSBC092705 231072770 11/01/2005 10/01/2035 N hsbc092805 231072844 11/01/2005 10/01/2035 N HSBC092705 231072937 10/01/2005 09/01/2035 N HSBC092705 231073076 11/01/2005 10/01/2035 N HSBC092705 231073120 11/01/2005 10/01/2035 N HSBC092705 231073135 10/01/2005 09/01/2045 N HSBC092705 231073144 11/01/2005 10/01/2035 N hsbc092805 231073159 11/01/2005 10/01/2035 N HSBC092705 231073361 11/01/2005 10/01/2035 N HSBC092705 231073364 11/01/2005 10/01/2035 N HSBC092705 231073475 11/01/2005 10/01/2035 N HSBC092705 231073476 11/01/2005 10/01/2035 N hsbc092805 231073490 11/01/2005 10/01/2035 N HSBC092705 231073542 11/01/2005 10/01/2035 N HSBC092705 231073674 11/01/2005 10/01/2035 N HSBC092705 231073680 11/01/2005 10/01/2035 N HSBC092705 231073771 11/01/2005 10/01/2035 N HSBC092705 231073780 11/01/2005 10/01/2035 N HSBC092705 231073797 11/01/2005 10/01/2035 N hsbc092805 231073986 11/01/2005 10/01/2035 N HSBC092705 251038174 10/01/2005 09/01/2035 N HSBC092705 251038217 11/01/2005 10/01/2035 N HSBC092705 251038282 11/01/2005 10/01/2035 N HSBC092705 251038335 11/01/2005 10/01/2035 N HSBC092705 261053729 10/01/2005 09/01/2035 N HSBC092705 261054036 11/01/2005 10/01/2035 N HSBC092705 261054072 11/01/2005 10/01/2035 N HSBC092705 261054113 11/01/2005 10/01/2035 N HSBC092705 261054133 10/01/2005 09/01/2035 N HSBC092705 261054183 11/01/2005 10/01/2035 N HSBC092705 261054225 11/01/2005 10/01/2035 N HSBC092705 261054229 11/01/2005 10/01/2035 N HSBC092705 261054265 10/01/2005 09/01/2035 N HSBC092705 261054328 11/01/2005 10/01/2035 N hsbc092805 261054358 10/01/2005 09/01/2035 N HSBC092705 261054391 11/01/2005 10/01/2035 N HSBC092705 261054411 11/01/2005 10/01/2035 N HSBC092705 271023837 10/01/2005 09/01/2035 N HSBC092705 271023954 10/01/2005 09/01/2035 N HSBC092705 271023957 11/01/2005 10/01/2035 N HSBC092705 271024061 10/01/2005 09/01/2035 N HSBC092705 271024105 10/01/2005 09/01/2035 N HSBC092705 271024259 11/01/2005 10/01/2035 N HSBC092705 271024273 11/01/2005 10/01/2035 N HSBC092705 271024324 10/01/2005 09/01/2035 N HSBC092705 271024409 10/01/2005 09/01/2035 N HSBC092705 271024432 11/01/2005 10/01/2035 N HSBC092705 271024446 11/01/2005 10/01/2035 N HSBC092705 281017011 10/01/2005 09/01/2035 N HSBC092705 281017036 10/01/2005 09/01/2035 N HSBC092705 281017283 11/01/2005 10/01/2035 N HSBC092705 281017433 11/01/2005 10/01/2035 N HSBC092705 291001829 10/01/2005 09/01/2035 N HSBC092705 291001853 10/01/2005 09/01/2035 N HSBC092705 291001884 10/01/2005 09/01/2035 N HSBC092705 291001943 10/01/2005 09/01/2035 N HSBC092705 291002011 11/01/2005 10/01/2035 N HSBC092705 291002018 11/01/2005 10/01/2020 N HSBC092705 291002106 11/01/2005 10/01/2035 N HSBC092705 301002645 10/01/2005 09/01/2035 N HSBC092705 301002666 10/01/2005 09/01/2035 N HSBC092705 301002670 10/01/2005 09/01/2035 N hsbc092805 301002827 11/01/2005 10/01/2035 N HSBC092705 301002835 10/01/2005 09/01/2035 N HSBC092705 301002890 10/01/2005 09/01/2035 N HSBC092705 301002930 11/01/2005 10/01/2035 N HSBC092705 301002931 11/01/2005 10/01/2035 N HSBC092705 311028192 10/01/2005 09/01/2035 N HSBC092705 311028341 10/01/2005 09/01/2035 N HSBC092705 311028400 11/01/2005 10/01/2035 N HSBC092705 311028420 11/01/2005 10/01/2035 N HSBC092705 311028490 11/01/2005 10/01/2035 N HSBC092705 311028522 10/01/2005 09/01/2035 N HSBC092705 311028526 11/01/2005 10/01/2035 N HSBC092705 311028587 11/01/2005 10/01/2035 N HSBC092705 311028614 11/01/2005 10/01/2035 N HSBC092705 311028658 11/01/2005 10/01/2035 N hsbc092805 311028717 11/01/2005 10/01/2035 N HSBC092705 321028379 11/01/2005 10/01/2035 N HSBC092705 321028571 11/01/2005 10/01/2035 N HSBC092705 321028890 11/01/2005 10/01/2035 N HSBC092705 321029004 10/01/2005 09/01/2035 N HSBC092705 321029250 11/01/2005 10/01/2035 N HSBC092705 321029506 11/01/2005 10/01/2035 N HSBC092705 321029551 11/01/2005 10/01/2035 N HSBC092705 321029616 11/01/2005 10/01/2035 N HSBC092705 321029637 11/01/2005 10/01/2035 N HSBC092705 321029651 11/01/2005 10/01/2035 N HSBC092705 321029654 11/01/2005 10/01/2035 N HSBC092705 321029662 11/01/2005 10/01/2035 N HSBC092705 321029716 11/01/2005 10/01/2035 N hsbc092805 321029788 11/01/2005 10/01/2035 N hsbc092805 331039086 11/01/2005 10/01/2035 N HSBC092705 331039217 11/01/2005 10/01/2035 N HSBC092705 331039722 10/01/2005 09/01/2035 N HSBC092705 331040132 10/01/2005 09/01/2035 N HSBC092705 331040573 11/01/2005 10/01/2035 N HSBC092705 331040634 11/01/2005 10/01/2035 N HSBC092705 331040660 11/01/2005 10/01/2035 N HSBC092705 331040788 11/01/2005 10/01/2035 N HSBC092705 331040804 11/01/2005 10/01/2035 N HSBC092705 331040973 11/01/2005 10/01/2035 N HSBC092705 331040988 11/01/2005 10/01/2035 N HSBC092705 331040994 11/01/2005 10/01/2035 N HSBC092705 331041116 11/01/2005 10/01/2035 N HSBC092705 341024125 11/01/2005 10/01/2035 N HSBC092705 341027116 10/01/2005 09/01/2035 N HSBC092705 341027231 11/01/2005 10/01/2035 N HSBC092705 341027331 10/01/2005 09/01/2035 N HSBC092705 341027375 10/01/2005 09/01/2045 N HSBC092705 341027455 10/01/2005 09/01/2035 N HSBC092705 341027547 11/01/2005 10/01/2035 N HSBC092705 341027576 10/01/2005 09/01/2035 N HSBC092705 341027579 10/01/2005 09/01/2035 N HSBC092705 341027648 11/01/2005 10/01/2035 N HSBC092705 341027649 11/01/2005 10/01/2035 N HSBC092705 341027735 11/01/2005 10/01/2035 N HSBC092705 341027754 11/01/2005 10/01/2035 N HSBC092705 341027820 11/01/2005 10/01/2035 N HSBC092705 341027827 11/01/2005 10/01/2035 N HSBC092705 341027842 11/01/2005 10/01/2035 N hsbc092805 341027866 11/01/2005 10/01/2035 N HSBC092705 341027871 11/01/2005 10/01/2035 N HSBC092705 351028977 10/01/2005 09/01/2035 N HSBC092705 351029237 11/01/2005 10/01/2035 N HSBC092705 351029309 11/01/2005 10/01/2035 N HSBC092705 351029324 11/01/2005 10/01/2035 N HSBC092705 351029454 11/01/2005 10/01/2035 N hsbc092805 351029638 10/01/2005 09/01/2035 N HSBC092705 351029695 11/01/2005 10/01/2035 N hsbc092805 351029783 11/01/2005 10/01/2035 N HSBC092705 351029810 10/01/2005 09/01/2035 N HSBC092705 351029851 10/01/2005 09/01/2035 N HSBC092705 351030015 10/01/2005 09/01/2035 N HSBC092705 351030025 10/01/2005 09/01/2035 N HSBC092705 351030049 10/01/2005 09/01/2035 N hsbc092805 351030058 10/01/2005 09/01/2035 N HSBC092705 351030090 10/01/2005 09/01/2035 N HSBC092705 351030116 10/01/2005 09/01/2035 N HSBC092705 351030123 11/01/2005 10/01/2035 N HSBC092705 351030151 10/01/2005 09/01/2035 N HSBC092705 351030185 11/01/2005 10/01/2035 N HSBC092705 351030219 10/01/2005 09/01/2035 N HSBC092705 351030300 11/01/2005 10/01/2035 N hsbc092805 351030343 11/01/2005 10/01/2035 N HSBC092705 351030362 11/01/2005 10/01/2035 N HSBC092705 351030400 11/01/2005 10/01/2035 N HSBC092705 351030430 11/01/2005 10/01/2035 N HSBC092705 351030449 11/01/2005 10/01/2035 N hsbc092805 351030493 11/01/2005 10/01/2035 N hsbc092805 351030544 11/01/2005 10/01/2035 N hsbc092805 351030566 11/01/2005 10/01/2035 N hsbc092805 351030567 11/01/2005 10/01/2035 N HSBC092705 361027284 10/01/2005 09/01/2035 N HSBC092705 361027315 11/01/2005 10/01/2045 N HSBC092705 361027373 11/01/2005 10/01/2035 N HSBC092705 361027425 11/01/2005 10/01/2035 N HSBC092705 361027433 11/01/2005 10/01/2035 N HSBC092705 361027536 11/01/2005 10/01/2035 N HSBC092705 361027582 11/01/2005 10/01/2035 N hsbc092805 361027589 11/01/2005 10/01/2035 N hsbc092805 361027595 11/01/2005 10/01/2035 N HSBC092705 361027626 11/01/2005 10/01/2035 N HSBC092705 371027077 09/01/2005 08/01/2035 N HSBC092705 371028519 11/01/2005 10/01/2035 N HSBC092705 371028584 10/01/2005 09/01/2035 N HSBC092705 371028631 11/01/2005 10/01/2035 N HSBC092705 371028728 10/01/2005 09/01/2035 N HSBC092705 371028783 11/01/2005 10/01/2035 N HSBC092705 371028845 11/01/2005 10/01/2035 N HSBC092705 371028851 10/01/2005 09/01/2035 N HSBC092705 371028932 10/01/2005 09/01/2035 N hsbc092805 371028973 10/01/2005 09/01/2035 N HSBC092705 371028998 11/01/2005 10/01/2035 N HSBC092705 371029010 11/01/2005 10/01/2035 N HSBC092705 371029063 11/01/2005 10/01/2035 N HSBC092705 371029085 11/01/2005 10/01/2035 N hsbc092805 371029114 11/01/2005 10/01/2035 N HSBC092705 371029186 11/01/2005 10/01/2035 N HSBC092705 371029189 11/01/2005 10/01/2035 N HSBC092705 371029215 10/01/2005 09/01/2035 N HSBC092705 371029266 11/01/2005 10/01/2035 N hsbc092805 371029352 11/01/2005 10/01/2035 N HSBC092705 371029373 11/01/2005 10/01/2035 N HSBC092705 371029389 11/01/2005 10/01/2035 N HSBC092705 371029402 10/01/2005 09/01/2035 N HSBC092705 371029455 11/01/2005 10/01/2035 N hsbc092805 381023699 10/01/2005 09/01/2035 N HSBC092705 381023978 11/01/2005 10/01/2035 N HSBC092705 381024012 10/01/2005 09/01/2035 N HSBC092705 381024054 10/01/2005 09/01/2035 N HSBC092705 381024516 11/01/2005 10/01/2035 N HSBC092705 381024744 11/01/2005 10/01/2035 N HSBC092705 391014564 10/01/2005 09/01/2035 N HSBC092705 391014742 10/01/2005 09/01/2035 N HSBC092705 391014830 10/01/2005 09/01/2035 N HSBC092705 391014848 11/01/2005 10/01/2035 N HSBC092705 391014868 10/01/2005 09/01/2035 N HSBC092705 391014921 10/01/2005 09/01/2035 N HSBC092705 391014941 11/01/2005 10/01/2035 N HSBC092705 391015014 10/01/2005 09/01/2035 N HSBC092705 391015144 11/01/2005 10/01/2035 N HSBC092705 401003277 10/01/2005 09/01/2035 N HSBC092705 401003359 10/01/2005 09/01/2035 N HSBC092705 401003467 10/01/2005 09/01/2035 N HSBC092705 401003527 10/01/2005 09/01/2035 N HSBC092705 401003555 10/01/2005 09/01/2035 N HSBC092705 401003609 10/01/2005 09/01/2035 N HSBC092705 401003624 10/01/2005 09/01/2035 N HSBC092705 401003744 10/01/2005 09/01/2035 N HSBC092705 401003807 10/01/2005 09/01/2035 N HSBC092705 401003811 10/01/2005 09/01/2035 N HSBC092705 401003829 10/01/2005 09/01/2035 N HSBC092705 401003860 10/01/2005 09/01/2035 N HSBC092705 401003882 10/01/2005 09/01/2035 N hsbc092805 401003908 10/01/2005 09/01/2035 N HSBC092705 401003975 10/01/2005 09/01/2035 N HSBC092705 401004017 10/01/2005 09/01/2035 N HSBC092705 401004052 10/01/2005 09/01/2035 N HSBC092705 401004066 10/01/2005 09/01/2035 N HSBC092705 401004078 10/01/2005 09/01/2035 N HSBC092705 401004086 10/01/2005 09/01/2035 N HSBC092705 401004089 10/01/2005 09/01/2035 N HSBC092705 401004098 10/01/2005 09/01/2035 N HSBC092705 401004103 11/01/2005 10/01/2035 N hsbc092805 401004108 10/01/2005 09/01/2035 N HSBC092705 401004190 10/01/2005 09/01/2035 N HSBC092705 511037363 10/01/2005 09/01/2035 N hsbc092805 511037376 11/01/2005 10/01/2035 N hsbc092805 511037495 11/01/2005 10/01/2035 N HSBC092705 511037583 10/01/2005 09/01/2035 N HSBC092705 511037645 10/01/2005 09/01/2035 N HSBC092705 511037748 10/01/2005 09/01/2035 N hsbc092805 511037749 10/01/2005 09/01/2035 N hsbc092805 511037824 10/01/2005 09/01/2035 N HSBC092705 511037832 10/01/2005 09/01/2035 N HSBC092705 511037910 10/01/2005 09/01/2035 N HSBC092705 511037970 10/01/2005 09/01/2035 N HSBC092705 521027411 10/01/2005 09/01/2035 N HSBC092705 521028597 10/01/2005 09/01/2035 N HSBC092705 521028613 11/01/2005 10/01/2035 N hsbc092805 521028877 10/01/2005 09/01/2035 N HSBC092705 521028916 10/01/2005 09/01/2035 N HSBC092705 521028965 10/01/2005 09/01/2035 N HSBC092705 521029032 10/01/2005 09/01/2035 N HSBC092705 521029076 10/01/2005 09/01/2035 N HSBC092705 521029106 10/01/2005 09/01/2035 N HSBC092705 521029152 10/01/2005 09/01/2035 N hsbc092805 521029194 10/01/2005 09/01/2035 N HSBC092705 521029213 11/01/2005 10/01/2035 N HSBC092705 521029257 10/01/2005 09/01/2035 N HSBC092705 521029286 10/01/2005 09/01/2035 N HSBC092705 521029335 10/01/2005 09/01/2035 N HSBC092705 521029345 10/01/2005 09/01/2035 N HSBC092705 521029350 11/01/2005 10/01/2035 N HSBC092705 521029360 10/01/2005 09/01/2035 N HSBC092705 521029389 11/01/2005 10/01/2035 N HSBC092705 521029407 10/01/2005 09/01/2035 N HSBC092705 521029425 11/01/2005 10/01/2035 N HSBC092705 521029474 10/01/2005 09/01/2035 N HSBC092705 521029476 11/01/2005 10/01/2035 N HSBC092705 521029618 11/01/2005 10/01/2035 N HSBC092705 521029620 10/01/2005 09/01/2035 N HSBC092705 521029687 12/01/2005 11/01/2035 N HSBC092705 521029695 11/01/2005 10/01/2035 N HSBC092705 521029707 11/01/2005 10/01/2035 N HSBC092705 521029718 11/01/2005 10/01/2035 N HSBC092705 521029886 11/01/2005 10/01/2035 N HSBC092705 521029889 11/01/2005 10/01/2035 N hsbc092805 551008074 10/01/2005 09/01/2035 N HSBC092705 551008210 10/01/2005 09/01/2035 N HSBC092705 551008356 10/01/2005 09/01/2035 N hsbc092805 551008438 11/01/2005 10/01/2035 N HSBC092705 551008487 10/01/2005 09/01/2035 N HSBC092705 551008524 10/01/2005 09/01/2035 N HSBC092705 551008577 10/01/2005 09/01/2035 N HSBC092705 551008632 10/01/2005 09/01/2035 N HSBC092705 551008702 10/01/2005 09/01/2035 N HSBC092705 551008721 10/01/2005 09/01/2035 N HSBC092705 551008746 11/01/2005 10/01/2035 N HSBC092705 551008784 10/01/2005 09/01/2035 N HSBC092705 551008794 10/01/2005 09/01/2035 N HSBC092705 551008802 10/01/2005 09/01/2035 N HSBC092705 551008855 10/01/2005 09/01/2035 N HSBC092705 551008877 11/01/2005 10/01/2035 N HSBC092705 551008892 11/01/2005 10/01/2035 N HSBC092705 551008894 11/01/2005 10/01/2035 N HSBC092705 551008897 11/01/2005 10/01/2035 N HSBC092705 551008906 11/01/2005 10/01/2035 N hsbc092805 551008951 11/01/2005 10/01/2035 N hsbc092805 551008956 11/01/2005 10/01/2035 N hsbc092805 551008967 11/01/2005 10/01/2035 N HSBC092705 551008974 11/01/2005 10/01/2035 N hsbc092805 551008993 11/01/2005 10/01/2035 N HSBC092705 551008997 11/01/2005 10/01/2035 N HSBC092705 561003259 10/01/2005 09/01/2035 N HSBC092705 561003424 10/01/2005 09/01/2035 N HSBC092705 561003429 11/01/2005 10/01/2035 N HSBC092705 561003464 10/01/2005 09/01/2035 N HSBC092705 561003545 10/01/2005 09/01/2035 N HSBC092705 561003548 11/01/2005 10/01/2035 N HSBC092705 561003625 11/01/2005 10/01/2035 N HSBC092705 561003627 10/01/2005 09/01/2035 N HSBC092705 561003733 10/01/2005 09/01/2035 N HSBC092705 561003786 11/01/2005 10/01/2035 N HSBC092705 561003905 11/01/2005 10/01/2035 N HSBC092705 581002377 11/01/2005 10/01/2035 N HSBC092705 581002392 11/01/2005 10/01/2035 N HSBC092705 581002438 11/01/2005 10/01/2035 N hsbc092805 581002981 11/01/2005 10/01/2035 N HSBC092705 581003016 11/01/2005 10/01/2035 N HSBC092705 581003129 11/01/2005 10/01/2025 N HSBC092705 591000660 11/01/2005 10/01/2035 N HSBC092705 591000678 11/01/2005 10/01/2035 N HSBC092705 591000686 11/01/2005 10/01/2035 N HSBC092705 611017825 11/01/2005 10/01/2035 N HSBC092705 611017884 10/01/2005 09/01/2035 N HSBC092705 611018022 11/01/2005 10/01/2035 N HSBC092705 611018364 11/01/2005 10/01/2035 N HSBC092705 611018648 11/01/2005 10/01/2035 N HSBC092705 611018698 11/01/2005 10/01/2035 N HSBC092705 611018766 11/01/2005 10/01/2035 N hsbc092805 611018937 11/01/2005 10/01/2035 N HSBC092705 611018979 11/01/2005 10/01/2035 N HSBC092705 611019012 11/01/2005 10/01/2035 N HSBC092705 611019013 11/01/2005 10/01/2035 N HSBC092705 611019143 11/01/2005 10/01/2035 N HSBC092705 621006900 10/01/2005 09/01/2035 N HSBC092705 621010509 10/01/2005 09/01/2035 N HSBC092705 621011038 10/01/2005 09/01/2035 N HSBC092705 621011155 10/01/2005 09/01/2035 N HSBC092705 621011393 10/01/2005 09/01/2045 N HSBC092705 621011428 10/01/2005 09/01/2035 N HSBC092705 621011461 10/01/2005 09/01/2035 N HSBC092705 621011551 11/01/2005 10/01/2035 N HSBC092705 621011581 11/01/2005 10/01/2035 N HSBC092705 621011596 10/01/2005 09/01/2035 N HSBC092705 621011646 11/01/2005 10/01/2035 N HSBC092705 621011650 10/01/2005 09/01/2035 N HSBC092705 621011677 10/01/2005 09/01/2035 N HSBC092705 621011731 11/01/2005 10/01/2035 N hsbc092805 621011800 11/01/2005 10/01/2035 N HSBC092705 621012029 11/01/2005 10/01/2035 N hsbc092805 631009319 10/01/2005 09/01/2035 N HSBC092705 631009364 10/01/2005 09/01/2035 N HSBC092705 631009530 10/01/2005 09/01/2035 N HSBC092705 631009537 10/01/2005 09/01/2035 N HSBC092705 631009554 10/01/2005 09/01/2035 N HSBC092705 631009597 10/01/2005 09/01/2035 N HSBC092705 631009816 10/01/2005 09/01/2035 N HSBC110305 641011228 10/01/2005 09/01/2035 N hsbc092805 641011347 10/01/2005 09/01/2035 N hsbc092805 641011601 11/01/2005 10/01/2035 N HSBC092705 641011748 10/01/2005 09/01/2020 N hsbc092805 641011819 10/01/2005 09/01/2035 N HSBC092705 641011963 10/01/2005 09/01/2035 N HSBC092705 641012102 10/01/2005 09/01/2035 N hsbc092805 641012103 10/01/2005 09/01/2035 N HSBC092705 641012105 11/01/2005 10/01/2035 N hsbc092805 641012118 10/01/2005 09/01/2035 N HSBC092705 641012120 10/01/2005 09/01/2035 N HSBC092705 641012206 11/01/2005 10/01/2035 N hsbc092805 641012283 11/01/2005 10/01/2035 N HSBC092705 641012288 11/01/2005 10/01/2035 N HSBC092705 641012290 10/01/2005 09/01/2035 N HSBC092705 641012318 11/01/2005 10/01/2035 N HSBC092705 641012336 11/01/2005 10/01/2035 N HSBC092705 641012382 11/01/2005 10/01/2035 N HSBC092705 641012386 10/01/2005 09/01/2045 N HSBC092705 641012416 10/01/2005 09/01/2035 N HSBC092705 641012440 10/01/2005 09/01/2035 N hsbc092805 641012453 11/01/2005 10/01/2035 N HSBC092705 641012501 10/01/2005 09/01/2035 N HSBC092705 641012535 11/01/2005 10/01/2035 N hsbc092805 641012563 11/01/2005 10/01/2035 N hsbc092805 641012580 11/01/2005 10/01/2035 N HSBC092705 641012612 11/01/2005 10/01/2035 N HSBC092705 641012660 11/01/2005 10/01/2035 N hsbc092805 641012806 11/01/2005 10/01/2035 N hsbc092805 641012901 11/01/2005 10/01/2035 N hsbc092805 651011586 11/01/2005 10/01/2045 N HSBC092705 651011715 10/01/2005 09/01/2035 N HSBC092705 651011802 11/01/2005 10/01/2035 N HSBC092705 651012128 11/01/2005 10/01/2035 N HSBC092705 651012148 11/01/2005 10/01/2035 N HSBC092705 651012376 10/01/2005 09/01/2035 N HSBC092705 651012606 11/01/2005 10/01/2035 N HSBC092705 651012648 10/01/2005 09/01/2035 N HSBC092705 651012665 10/01/2005 09/01/2035 N HSBC092705 651012717 11/01/2005 10/01/2035 N HSBC092705 651012742 10/01/2005 09/01/2035 N HSBC092705 651012753 11/01/2005 10/01/2035 N HSBC092705 651012794 11/01/2005 10/01/2035 N HSBC092705 651012928 11/01/2005 10/01/2035 N HSBC092705 651012935 10/01/2005 09/01/2035 N HSBC092705 661008669 10/01/2005 09/01/2035 N HSBC092705 661009523 10/01/2005 09/01/2035 N hsbc092805 661009572 10/01/2005 09/01/2035 N HSBC092705 661009741 10/01/2005 09/01/2035 N HSBC092705 661009898 11/01/2005 10/01/2035 N hsbc092805 661009918 10/01/2005 09/01/2035 N HSBC092705 661009993 10/01/2005 09/01/2035 N HSBC092705 671005846 10/01/2005 09/01/2035 N HSBC092705 671006394 10/01/2005 09/01/2035 N HSBC092705 671006764 10/01/2005 09/01/2035 N HSBC092705 671006828 10/01/2005 09/01/2035 N HSBC092705 671006833 10/01/2005 09/01/2035 N HSBC092705 671006835 10/01/2005 09/01/2035 N HSBC092705 671007176 11/01/2005 10/01/2035 N HSBC092705 681007645 10/01/2005 09/01/2035 N HSBC092705 681007938 10/01/2005 09/01/2035 N HSBC092705 681008279 11/01/2005 10/01/2035 N HSBC092705 681008553 11/01/2005 10/01/2035 N HSBC092705 681008586 10/01/2005 09/01/2035 N HSBC092705 681008601 11/01/2005 10/01/2035 N hsbc092805 681008612 11/01/2005 10/01/2035 N HSBC092705 681008625 11/01/2005 10/01/2035 N HSBC092705 681008659 11/01/2005 10/01/2035 N HSBC092705 681008729 11/01/2005 10/01/2035 N HSBC092705 681008792 11/01/2005 10/01/2035 N HSBC092705 681008815 10/01/2005 09/01/2035 N HSBC092705 681008825 10/01/2005 09/01/2035 N HSBC092705 681008931 11/01/2005 10/01/2035 N HSBC092705 681008984 11/01/2005 10/01/2035 N HSBC092705 701001826 11/01/2005 10/01/2035 N HSBC092705 711007985 10/01/2005 09/01/2035 N HSBC092705 711008172 10/01/2005 09/01/2035 N HSBC092705 711008227 10/01/2005 09/01/2035 N hsbc092805 711008378 10/01/2005 09/01/2035 N HSBC092705 721008281 11/01/2005 10/01/2035 N HSBC092705 721008283 11/01/2005 10/01/2035 N HSBC092705 721008296 10/01/2005 09/01/2035 N HSBC092705 721008341 10/01/2005 09/01/2035 N HSBC092705 721008358 10/01/2005 09/01/2035 N HSBC092705 721008417 10/01/2005 09/01/2035 N HSBC092705 721008585 10/01/2005 09/01/2035 N HSBC092705 731012279 11/01/2005 10/01/2035 N HSBC092705 731012414 11/01/2005 10/01/2035 N HSBC092705 731012489 11/01/2005 10/01/2035 N HSBC092705 731012521 10/01/2005 09/01/2035 N HSBC092705 731012687 11/01/2005 10/01/2035 N HSBC092705 741012925 11/01/2005 10/01/2035 N HSBC092705 741012989 10/01/2005 09/01/2035 N HSBC092705 741013109 10/01/2005 09/01/2035 N HSBC092705 741013148 10/01/2005 09/01/2020 N HSBC092705 741013247 11/01/2005 10/01/2035 N HSBC092705 741013261 10/01/2005 09/01/2035 N HSBC092705 741013279 11/01/2005 10/01/2035 N HSBC092705 741013299 10/01/2005 09/01/2035 N HSBC092705 741013346 10/01/2005 09/01/2035 N HSBC092705 741013359 11/01/2005 10/01/2035 N HSBC092705 741013364 10/01/2005 09/01/2035 N HSBC092705 741013368 10/01/2005 09/01/2045 N HSBC092705 741013420 11/01/2005 10/01/2035 N HSBC092705 741013437 11/01/2005 10/01/2035 N HSBC092705 741013458 11/01/2005 10/01/2035 N HSBC092705 741013463 11/01/2005 10/01/2035 N HSBC092705 761012707 10/01/2005 09/01/2035 N HSBC092705 761012907 10/01/2005 09/01/2035 N HSBC092705 761013181 10/01/2005 09/01/2035 N HSBC092705 761013459 11/01/2005 10/01/2035 N HSBC092705 761013591 11/01/2005 10/01/2035 N HSBC092705 761013699 11/01/2005 10/01/2035 N HSBC092705 771006335 10/01/2005 09/01/2035 N HSBC092705 771006846 11/01/2005 10/01/2035 N HSBC092705 771006902 11/01/2005 10/01/2035 N hsbc092805 771007097 10/01/2005 09/01/2035 N HSBC092705 791004091 11/01/2005 10/01/2035 N HSBC092705 791004169 10/01/2005 09/01/2035 N HSBC092705 791004193 11/01/2005 10/01/2035 N HSBC092705 791004215 11/01/2005 10/01/2035 N HSBC092705 791004385 10/01/2005 09/01/2035 N HSBC092705 791004396 11/01/2005 10/01/2035 N HSBC092705 791004423 11/01/2005 10/01/2035 N HSBC092705 791004442 11/01/2005 10/01/2035 Y HSBC092705 791004454 11/01/2005 10/01/2035 N HSBC092705 791004455 11/01/2005 10/01/2035 N HSBC092705 791004543 11/01/2005 10/01/2035 N HSBC092705 791004551 11/01/2005 10/01/2035 N HSBC092705 841008289 10/01/2005 09/01/2035 N HSBC092705 841008329 11/01/2005 10/01/2035 N HSBC092705 841008492 11/01/2005 10/01/2035 N HSBC092705 841008624 11/01/2005 10/01/2035 N HSBC092705 841008735 10/01/2005 09/01/2035 N HSBC092705 841008795 11/01/2005 10/01/2035 N HSBC092705 841008811 11/01/2005 10/01/2035 N HSBC092705 841008891 11/01/2005 10/01/2035 N HSBC092705 841008946 10/01/2005 09/01/2035 N HSBC092705 841008964 11/01/2005 10/01/2035 N HSBC092705 841008986 11/01/2005 10/01/2035 N HSBC092705 841009072 11/01/2005 10/01/2035 N hsbc092805 841009144 11/01/2005 10/01/2035 N HSBC092705 851001862 11/01/2005 10/01/2035 N HSBC092705 851001885 11/01/2005 10/01/2035 N HSBC092705 851002162 10/01/2005 09/01/2035 N HSBC092705 851002174 11/01/2005 10/01/2035 N HSBC092705 871001910 10/01/2005 09/01/2035 N HSBC092705 871002481 10/01/2005 09/01/2035 N HSBC092705 871002578 10/01/2005 09/01/2035 N hsbc092805 011075419 11/01/2005 10/01/2035 N lehm100405 011077518 10/01/2005 09/01/2035 N lehm102105 011077833 10/01/2005 09/01/2035 N lehm102105 011078000 10/01/2005 09/01/2035 N lehm102105 011078035 11/01/2005 10/01/2035 N lehm102105 011078083 10/01/2005 09/01/2035 N lehm102105 011078286 11/01/2005 10/01/2035 N lehm102105 021067626 10/01/2005 09/01/2035 N lehm100405 031036692 10/01/2005 09/01/2035 N lehm102105 031037467 10/01/2005 09/01/2035 N lehm100405 031037837 11/01/2005 10/01/2035 N lehm100405 041071364 11/01/2005 10/01/2035 N lehm100405 041072078 11/01/2005 10/01/2035 N LEHM092805 051060201 10/01/2005 09/01/2035 N LEHM092805 051060595 10/01/2005 09/01/2035 N lehm102105 051060610 11/01/2005 10/01/2035 N lehm102105 061061798 11/01/2005 10/01/2035 N lehm100405 061062080 10/01/2005 09/01/2035 N LEHM092805 061062212 11/01/2005 10/01/2035 N lehm100405 071068537 11/01/2005 10/01/2035 N lehm100405 071068634 10/01/2005 09/01/2035 N lehm102105 071068648 11/01/2005 10/01/2035 N lehm100405 071068746 11/01/2005 10/01/2035 N lehm100405 071068779 11/01/2005 10/01/2035 N LEHM092805 071068885 11/01/2005 10/01/2035 N lehm100405 071068927 11/01/2005 10/01/2035 N LEHM092805 071068953 10/01/2005 09/01/2035 N lehm102105 071068970 11/01/2005 10/01/2035 N LEHM092805 071068978 10/01/2005 09/01/2035 N LEHM092805 071068991 11/01/2005 10/01/2035 N LEHM092805 071069114 11/01/2005 10/01/2035 N lehm100405 071069333 11/01/2005 10/01/2035 N lehm102105 081057833 10/01/2005 09/01/2035 N LEHM092805 081058301 10/01/2005 09/01/2035 N LEHM092805 081058513 11/01/2005 10/01/2035 N LEHM092805 081058607 10/01/2005 09/01/2035 N LEHM092805 081058680 10/01/2005 09/01/2035 N LEHM092805 101050377 11/01/2005 10/01/2035 N LEHM092805 101050466 10/01/2005 09/01/2035 N LEHM092805 111000561 11/01/2005 10/01/2035 N LEHM092805 121042616 10/01/2005 09/01/2035 N LEHM102805 121043101 10/01/2005 09/01/2035 N LEHM102805 121043141 10/01/2005 09/01/2035 N lehm100405 131035907 11/01/2005 10/01/2035 N lehm100405 141050440 10/01/2005 09/01/2035 N LEHM092805 141050481 10/01/2005 09/01/2035 N lehm100405 151030389 11/01/2005 10/01/2035 N LEHM092805 161044919 10/01/2005 09/01/2035 N lehm100405 161044938 11/01/2005 10/01/2035 N lehm100405 161045115 10/01/2005 09/01/2045 N LEHM092805 161045179 11/01/2005 10/01/2035 N LEHM092805 171028095 11/01/2005 10/01/2035 N LEHM092805 171028333 11/01/2005 10/01/2035 N LEHM092805 171028334 11/01/2005 10/01/2035 N lehm100405 171028527 11/01/2005 10/01/2035 N lehm100405 191026733 10/01/2005 09/01/2035 N LEHM092805 191026778 10/01/2005 09/01/2035 N lehm100405 191027119 11/01/2005 10/01/2035 N lehm102105 211031408 10/01/2005 09/01/2035 N lehm100405 211033790 10/01/2005 09/01/2035 N LEHM092805 211034471 10/01/2005 09/01/2035 N LEHM092805 211034832 11/01/2005 10/01/2035 N LEHM092805 211034862 10/01/2005 09/01/2035 N LEHM092805 211034925 11/01/2005 10/01/2035 N LEHM092805 211035395 10/01/2005 09/01/2035 N LEHM092805 211035541 10/01/2005 09/01/2035 N LEHM092805 211035834 11/01/2005 10/01/2035 N LEHM092805 231069731 11/01/2005 10/01/2035 N LEHM092805 231070787 10/01/2005 09/01/2035 N LEHM092805 231071588 11/01/2005 10/01/2035 N lehm100405 231071675 11/01/2005 10/01/2035 N lehm100405 231072102 10/01/2005 09/01/2035 N LEHM092805 231072267 10/01/2005 09/01/2035 N LEHM092805 231072325 10/01/2005 09/01/2035 N lehm100405 231072333 11/01/2005 10/01/2035 N LEHM092805 231072814 10/01/2005 09/01/2035 N lehm100405 231072944 11/01/2005 10/01/2035 N lehm102105 231072958 11/01/2005 10/01/2035 N LEHM092805 231072962 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BKONE091605 331039331 10/01/2005 09/01/2035 N BKONE101405 331039643 10/01/2005 09/01/2035 N BKONE090805 331039732 10/01/2005 09/01/2035 N BKONE102105 331039818 10/01/2005 09/01/2035 N BKONE090805 331040073 10/01/2005 09/01/2035 N BKONE083005 331040087 11/01/2005 10/01/2035 N BKONE102105 331040109 10/01/2005 09/01/2035 N BKONE090805 331040302 11/01/2005 10/01/2035 N BKONE102105 331040381 10/01/2005 09/01/2045 Y BKONE090805 331040504 11/01/2005 10/01/2035 N BKONE101405 331040582 10/01/2005 09/01/2035 N BKONE090805 331040798 11/01/2005 10/01/2035 N BKONE101405 331040803 10/01/2005 09/01/2035 N BKONE091605 331041232 11/01/2005 10/01/2035 Y BKONE101405 341024748 09/01/2005 08/01/2035 N BOFADRY072005 341024888 09/01/2005 08/01/2035 N BOFADRY071805 341027417 10/01/2005 09/01/2035 N BKONE091605 341027530 10/01/2005 09/01/2035 N BKONE090805 341027548 10/01/2005 09/01/2035 N BKONE091605 341027577 10/01/2005 09/01/2035 N BKONE091605 341027619 10/01/2005 09/01/2035 N BKONE091605 341027626 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BKONE091605 361027266 10/01/2005 09/01/2035 N BKONE091605 361027271 10/01/2005 09/01/2035 N BKONE091605 361027424 10/01/2005 09/01/2035 N BKONE091605 361027497 11/01/2005 10/01/2035 N BKONE091605 371027741 10/01/2005 09/01/2035 N BKONE091605 371028412 10/01/2005 09/01/2035 N BKONE090805 371028480 10/01/2005 09/01/2035 N BKONE083005 371028555 10/01/2005 09/01/2035 N BKONE091605 371028635 10/01/2005 09/01/2035 N BKONE091605 371028640 10/01/2005 09/01/2035 N BKONE091605 371028644 10/01/2005 09/01/2035 N BKONE091605 371028857 10/01/2005 09/01/2035 Y BKONE090805 371028862 11/01/2005 10/01/2035 N bkone100405 371028876 10/01/2005 09/01/2035 N bkone100405 371028905 10/01/2005 09/01/2035 N BKONE091605 371028918 10/01/2005 09/01/2035 N BKONE091605 371028941 11/01/2005 10/01/2035 N BKONE102105 371029007 11/01/2005 10/01/2035 Y BKONE101405 371029068 10/01/2005 09/01/2035 N BKONE091605 371029074 10/01/2005 09/01/2035 N BKONE091605 371029154 11/01/2005 10/01/2035 N BKONE091605 371029287 11/01/2005 10/01/2035 N bkone100405 371029357 11/01/2005 10/01/2035 N BKONE101405 371029427 11/01/2005 10/01/2035 N bkone100405 381022912 10/01/2005 09/01/2035 N BKONE090805 381023392 09/01/2005 08/01/2035 N BKONE080905 381023442 10/01/2005 09/01/2035 N BKONE091605 381023773 10/01/2005 09/01/2045 N BKONE090805 381023799 10/01/2005 09/01/2035 N BKONE091605 381023827 10/01/2005 09/01/2035 N BKONE091605 381023912 10/01/2005 09/01/2035 N BKONE090105 381024015 10/01/2005 09/01/2035 N BKONE082605 381024033 10/01/2005 09/01/2035 N BKONE091605 381024038 10/01/2005 09/01/2035 N BKONE091605 381024048 10/01/2005 09/01/2035 N BKONE091605 381024077 10/01/2005 09/01/2035 N BKONE090805 381024093 10/01/2005 09/01/2035 N BKONE091605 381024106 10/01/2005 09/01/2035 N BKONE091605 381024118 10/01/2005 09/01/2035 N BKONE091605 381024158 10/01/2005 09/01/2035 N BKONE091605 381024161 10/01/2005 09/01/2035 N BKONE091605 381024168 10/01/2005 09/01/2035 N BKONE090805 381024213 10/01/2005 09/01/2035 N BKONE091605 381024219 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BKONE101405 391015027 10/01/2005 09/01/2035 N BKONE091605 401003863 10/01/2005 09/01/2035 N bkone100405 401003982 11/01/2005 10/01/2035 N BKONE101405 401004328 11/01/2005 10/01/2035 N BKONE102605 511036867 08/01/2005 07/01/2035 N BOFADRY071305 511037060 10/01/2005 09/01/2035 N BKONE090805 511037115 10/01/2005 09/01/2035 N BKONE091605 511037439 10/01/2005 09/01/2035 N BKONE091605 511037533 10/01/2005 09/01/2035 N BKONE091605 511037566 10/01/2005 09/01/2035 Y BKONE090805 511037674 10/01/2005 09/01/2035 N BKONE090805 511037720 10/01/2005 09/01/2035 N BKONE091605 511037752 10/01/2005 09/01/2035 N BKONE090805 511037761 10/01/2005 09/01/2035 N BKONE091605 511037793 10/01/2005 09/01/2035 N BKONE090805 511037957 11/01/2005 10/01/2035 N bkone100405 511038585 11/01/2005 10/01/2035 N BKONE101405 521028146 10/01/2005 09/01/2035 N BKONE083005 521028581 10/01/2005 09/01/2035 N BKONE083005 521028776 10/01/2005 09/01/2035 N BKONE091605 521028784 10/01/2005 09/01/2035 N BKONE091605 521028830 10/01/2005 09/01/2035 N BKONE091605 521028834 10/01/2005 09/01/2035 N bkone100405 521028855 10/01/2005 09/01/2035 N BKONE091605 521029006 10/01/2005 09/01/2035 N BKONE091605 521029008 10/01/2005 09/01/2035 N BKONE091605 521029116 10/01/2005 09/01/2035 N BKONE091605 521029124 10/01/2005 09/01/2035 N BKONE091605 521029136 10/01/2005 09/01/2035 N BKONE091605 521029163 11/01/2005 10/01/2035 N BKONE091605 521029178 10/01/2005 09/01/2035 N BKONE091605 521029282 10/01/2005 09/01/2035 N BKONE101405 521029304 10/01/2005 09/01/2035 N BKONE091605 521029412 10/01/2005 09/01/2035 N BKONE091605 521029578 11/01/2005 10/01/2035 N BKONE101405 521029616 10/01/2005 09/01/2035 N BKONE091605 551006720 09/01/2005 08/01/2035 N BKONE082405 551008413 11/01/2005 10/01/2020 N BKONE101405 551008629 11/01/2005 10/01/2035 N BKONE101405 551008731 10/01/2005 09/01/2035 N BKONE091605 551008733 11/01/2005 10/01/2035 N BKONE101405 551008741 10/01/2005 09/01/2035 N BKONE091605 561003328 10/01/2005 09/01/2035 Y BKONE101405 561003422 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09/01/2035 N BKONE091605 741013402 10/01/2005 09/01/2035 N BKONE091605 741013410 10/01/2005 09/01/2035 N BKONE091605 761012410 10/01/2005 09/01/2035 N BKONE090805 761012850 10/01/2005 09/01/2035 N BKONE091605 761013093 10/01/2005 09/01/2035 N BKONE082605 761013187 10/01/2005 09/01/2035 N BKONE091605 761013290 10/01/2005 09/01/2035 N BKONE091605 761013324 11/01/2005 10/01/2035 N BKONE101405 761013362 10/01/2005 09/01/2035 N BKONE091605 761013366 10/01/2005 09/01/2035 N BKONE101405 761013415 10/01/2005 09/01/2035 N BKONE091605 761013537 10/01/2005 09/01/2035 N BKONE091605 761013580 11/01/2005 10/01/2035 N BKONE091605 771006628 10/01/2005 09/01/2025 N BKONE091605 771006674 10/01/2005 09/01/2035 N BKONE091605 771006709 10/01/2005 09/01/2035 N BKONE091605 771006779 10/01/2005 09/01/2035 N BKONE091605 771006810 10/01/2005 09/01/2035 N BKONE091605 771006865 10/01/2005 09/01/2035 N BKONE091605 771006888 10/01/2005 09/01/2035 N BKONE091605 771006979 10/01/2005 09/01/2035 N BKONE090805 771006995 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BKONE091605 841008312 10/01/2005 09/01/2035 N BKONE083005 841008378 10/01/2005 09/01/2035 N BKONE091605 841008436 10/01/2005 09/01/2035 N BKONE091605 841008461 10/01/2005 09/01/2035 N BKONE091605 841008470 10/01/2005 09/01/2035 N BKONE090805 841008475 10/01/2005 09/01/2035 N BKONE091605 841008511 10/01/2005 09/01/2035 N BKONE091605 841008536 10/01/2005 09/01/2035 N BKONE091605 841008551 10/01/2005 09/01/2035 N BKONE090805 841008637 10/01/2005 09/01/2035 Y BKONE090805 841008663 10/01/2005 09/01/2035 N BKONE091605 841008889 11/01/2005 10/01/2035 N BKONE102105 841009068 11/01/2005 10/01/2035 N BKONE101405 851001435 10/01/2005 09/01/2035 N BKONE091605 851001888 10/01/2005 09/01/2035 N BKONE091605 851001983 10/01/2005 09/01/2035 N BKONE090805 851001993 10/01/2005 09/01/2025 N BKONE091605 851002001 10/01/2005 09/01/2035 N BKONE091605 851002035 10/01/2005 09/01/2035 N BKONE091605 871002156 11/01/2005 10/01/2035 N BKONE091605 871002213 09/01/2005 08/01/2035 N BKONE101405 871002315 10/01/2005 09/01/2035 N BKONE091605 871002358 10/01/2005 09/01/2035 N BKONE091605 871002401 10/01/2005 09/01/2035 N BKONE090805 871002440 11/01/2005 10/01/2035 N BKONE091605 871002461 10/01/2005 09/01/2035 N BKONE091605 871002499 11/01/2005 10/01/2035 N BKONE091605 871002534 10/01/2005 09/01/2035 N BKONE091605 871002547 11/01/2005 10/01/2035 N BKONE091605 871002565 11/01/2005 10/01/2035 N BKONE091605 011076890 10/01/2005 09/01/2035 N MERR102805 011077672 10/01/2005 09/01/2035 N MERR102805 021067702 10/01/2005 09/01/2035 N MERR102805 021067708 10/01/2005 09/01/2035 N MERR102805 031036251 10/01/2005 09/01/2035 N MERR102805 071068160 10/01/2005 09/01/2035 N MERR102805 071068917 11/01/2005 10/01/2035 N MERR102805 081058001 10/01/2005 09/01/2035 N MERR102805 171027974 10/01/2005 09/01/2035 N MERR102805 191026978 10/01/2005 09/01/2035 N MERR102805 231073057 10/01/2005 09/01/2035 N MERR102805 331040244 10/01/2005 09/01/2035 N MERR102805 371029100 11/01/2005 10/01/2035 N MERR102805 371029350 11/01/2005 10/01/2035 N MERR102805 381024184 11/01/2005 10/01/2035 N MERR102805 511038212 10/01/2005 09/01/2035 N MERR102805 581002201 10/01/2005 09/01/2035 N MERR102805 631009321 10/01/2005 09/01/2035 N MERR102805 651012539 10/01/2005 09/01/2035 N MERR102805 651012766 11/01/2005 10/01/2035 N MERR102805 651012792 10/01/2005 09/01/2035 N MERR102805 651012800 11/01/2005 10/01/2035 N MERR102805 651012845 10/01/2005 09/01/2035 Y MERR102805 651013189 11/01/2005 10/01/2035 N MERR102805 651013194 11/01/2005 10/01/2035 N MERR102805 661009973 10/01/2005 09/01/2035 N MERR102805 661010350 11/01/2005 10/01/2035 N MERR102805 681008536 10/01/2005 09/01/2035 N MERR102805 681008587 10/01/2005 09/01/2035 N MERR102805 711008515 11/01/2005 10/01/2035 N MERR102805 011075051 08/01/2005 07/01/2035 N MERR1110105 011076144 10/01/2005 09/01/2035 N SFCDRY090905 011076881 10/01/2005 09/01/2035 N SFCDRY090905 011077455 10/01/2005 09/01/2035 N SFCDRY090805 011077491 10/01/2005 09/01/2035 N SFC090805 011077511 10/01/2005 09/01/2035 N SFCDRY090905 011077546 10/01/2005 09/01/2035 N SFC091305 011077623 10/01/2005 09/01/2035 N SFCDRY090805 011077789 10/01/2005 09/01/2035 N SFC090805 021065662 10/01/2005 09/01/2035 N BOFADRY083105 021065837 08/01/2005 07/01/2035 N MERR1110105 021066391 09/01/2005 08/01/2035 N SFC081505 021066404 10/01/2005 09/01/2035 N SFC090805 021066563 10/01/2005 09/01/2035 Y SFC090805 021066984 10/01/2005 09/01/2035 N BOFADRY083105 021067123 10/01/2005 09/01/2035 N SFCDRY090205 021067159 10/01/2005 09/01/2035 N SFC091305 021067286 10/01/2005 09/01/2035 Y SFCDRY090105 021067289 10/01/2005 09/01/2035 N SFC091305 021067299 10/01/2005 09/01/2035 N BOFADRY083105 021067315 10/01/2005 09/01/2035 N BOFADRY083105 021067390 10/01/2005 09/01/2035 N SFC090805 021067393 10/01/2005 09/01/2035 N SFC091305 021067398 10/01/2005 09/01/2035 Y SFC091305 021067399 10/01/2005 09/01/2035 Y BOFADRY083105 021067417 10/01/2005 09/01/2035 N SFCDRY090205 021067431 10/01/2005 09/01/2035 N SFCDRY090205 021067517 10/01/2005 09/01/2035 N SFC091305 021067568 10/01/2005 09/01/2035 N SFC090805 021067663 10/01/2005 09/01/2035 Y SFCDRY090205 021067691 10/01/2005 09/01/2035 N SFC091305 021067912 10/01/2005 09/01/2035 N SFC091305 031034772 08/01/2005 07/01/2035 N MERR1110105 031035891 10/01/2005 09/01/2035 N SFCDRY091205 031036993 10/01/2005 09/01/2035 N SFC091305 031037024 10/01/2005 09/01/2035 N SFCDRY090705 031037047 10/01/2005 09/01/2035 N SFCDRY090905 031037054 10/01/2005 09/01/2035 Y SFC091305 031037172 10/01/2005 09/01/2035 N SFC091305 031037309 10/01/2005 09/01/2035 N SFCDRY090205 031037367 10/01/2005 09/01/2035 N SFC090805 031037368 10/01/2005 09/01/2035 Y SFCDRY090105 031037384 10/01/2005 09/01/2035 N SFC091305 031037530 10/01/2005 09/01/2035 N SFCDRY090205 031037580 10/01/2005 09/01/2035 N SFCDRY091505 041068570 08/01/2005 07/01/2035 N MERR1110105 041070755 10/01/2005 09/01/2035 N SFC090805 041070770 10/01/2005 09/01/2035 N SFC091305 041070953 10/01/2005 09/01/2035 N SFCDRY090605 041071061 10/01/2005 09/01/2035 N SFC091305 041071161 10/01/2005 09/01/2035 N SFCDRY090105 041071199 10/01/2005 09/01/2035 N SFC091305 041071200 10/01/2005 09/01/2035 N SFCDRY090105 041071205 10/01/2005 09/01/2035 N BOFADRY083105 041071220 10/01/2005 09/01/2035 N SFCDRY090205 041071236 10/01/2005 09/01/2035 N SFCW2D082605 041071239 10/01/2005 09/01/2035 N SFCDRY090105 041071284 10/01/2005 09/01/2035 N SFCW2D082605 041071311 10/01/2005 09/01/2035 N SFC091305 041071334 10/01/2005 09/01/2035 N SFC091305 041071391 10/01/2005 09/01/2045 N SFCDRY090205 041071422 10/01/2005 09/01/2035 Y SFCDRY090605 041071462 10/01/2005 09/01/2035 N SFCDRY090605 041071511 10/01/2005 09/01/2035 N SFC091305 041071577 10/01/2005 09/01/2035 N SFC091305 041071644 10/01/2005 09/01/2035 N SFC091305 041071670 10/01/2005 09/01/2035 Y SFC091305 041071700 10/01/2005 09/01/2035 N SFC091305 041071883 10/01/2005 09/01/2035 Y SFC091305 041072079 12/01/2005 11/01/2035 N SFC100705 051059299 10/01/2005 09/01/2035 N SFCW2D082605 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10/01/2005 09/01/2035 N SFCW2D082605 061061557 10/01/2005 09/01/2035 Y SFC091305 061061570 10/01/2005 09/01/2035 N SFCDRY090105 061061577 10/01/2005 09/01/2035 N SFCDRY090105 061061607 10/01/2005 09/01/2035 N BOFADRY083005 061061628 10/01/2005 09/01/2035 N SFCW2D082605 061061675 10/01/2005 09/01/2035 Y BOFADRY083105 061061699 10/01/2005 09/01/2035 N SFC091305 061061704 10/01/2005 09/01/2035 N BOFADRY083005 061061706 10/01/2005 09/01/2035 Y SFC091305 061061720 10/01/2005 09/01/2035 N SFC091305 061061744 10/01/2005 09/01/2045 Y BOFADRY083005 061061748 10/01/2005 09/01/2035 Y SFC091305 061061757 10/01/2005 09/01/2035 Y SFC091305 061061780 10/01/2005 09/01/2035 Y SFC091305 061061823 10/01/2005 09/01/2035 Y SFCDRY090105 061061856 10/01/2005 09/01/2035 N BOFADRY083105 061061904 10/01/2005 09/01/2035 Y SFC091305 061061913 10/01/2005 09/01/2035 N SFC091305 061061973 10/01/2005 09/01/2035 Y SFCDRY090605 061061996 10/01/2005 09/01/2035 N SFC091305 061062088 11/01/2005 10/01/2035 Y SFC091305 071068201 10/01/2005 09/01/2035 N SFCDRY083105 071068462 10/01/2005 09/01/2035 N SFC091305 071068561 10/01/2005 09/01/2035 N sfcdry091905 071068598 10/01/2005 09/01/2035 N sfcdry091905 071068601 10/01/2005 09/01/2035 N SFCDRY083105 071068617 10/01/2005 09/01/2035 N SFCDRY090105 071068635 10/01/2005 09/01/2035 N SFC090805 071068645 10/01/2005 09/01/2035 Y SFCDRY090705 071068707 10/01/2005 09/01/2035 N SFCDRY090105 071068715 10/01/2005 09/01/2035 Y SFC091305 071068768 10/01/2005 09/01/2035 N SFCDRY090705 071068775 10/01/2005 09/01/2035 Y SFC091305 081056554 08/01/2005 07/01/2020 N MERR1110105 081057372 10/01/2005 09/01/2035 N SFC090805 081057445 10/01/2005 09/01/2035 N BOFADRY083105 081057887 10/01/2005 09/01/2035 N SFCDRY090105 081058006 10/01/2005 09/01/2035 Y SFC091305 081058046 10/01/2005 09/01/2035 N BOFADRY083105 081058087 10/01/2005 09/01/2035 N BOFADRY083105 081058163 10/01/2005 09/01/2035 N BOFADRY083005 081058255 10/01/2005 09/01/2035 Y SFCDRY090105 081058326 10/01/2005 09/01/2035 N BOFADRY083105 081058365 10/01/2005 09/01/2035 N SFC091305 081058382 10/01/2005 09/01/2035 N SFC091305 081058392 10/01/2005 09/01/2035 N SFC091305 081058405 10/01/2005 09/01/2035 N BOFADRY083105 081058440 10/01/2005 09/01/2035 Y SFC091305 081058463 10/01/2005 09/01/2035 N SFC091305 081058468 10/01/2005 09/01/2035 N SFCDRY090105 081058543 10/01/2005 09/01/2035 Y SFC091305 081058557 10/01/2005 09/01/2035 N SFC091305 081058998 12/01/2005 11/01/2035 N SFC100705 101049387 09/01/2005 08/01/2035 N SFC080405 101050285 10/01/2005 09/01/2035 N SFCDRY091605 101050359 10/01/2005 09/01/2035 N SFC091305 101050379 10/01/2005 09/01/2035 N SFCDRY090605 101050383 10/01/2005 09/01/2035 N SFCDRY090605 101050412 10/01/2005 09/01/2035 N SFCDRY090805 101050418 10/01/2005 09/01/2035 N SFCDRY090805 101050503 10/01/2005 09/01/2045 N SFCDRY091305 101050549 10/01/2005 09/01/2035 N SFC091305 101050560 10/01/2005 09/01/2035 N SFC091305 101050633 10/01/2005 09/01/2035 N SFCDRY090605 101050650 10/01/2005 09/01/2035 Y SFCDRY090605 101050657 10/01/2005 09/01/2035 N SFCDRY091305 101050699 10/01/2005 09/01/2035 N SFC091305 101050716 10/01/2005 09/01/2035 N SFC091305 101050786 10/01/2005 09/01/2035 N SFCDRY090605 101050827 10/01/2005 09/01/2035 Y SFC091305 121042585 10/01/2005 09/01/2035 N SFC091305 121042651 10/01/2005 09/01/2035 N SFCDRY083105 121042722 10/01/2005 09/01/2045 N SFC091305 121042734 10/01/2005 09/01/2035 N SFCDRY083005 121042780 10/01/2005 09/01/2035 N SFCDRY090205 121042784 10/01/2005 09/01/2035 N SFCDRY083005 121042790 10/01/2005 09/01/2035 N SFCDRY090205 121042836 10/01/2005 09/01/2035 N SFC090805 121042860 10/01/2005 09/01/2035 N SFC091305 121042884 10/01/2005 09/01/2035 N SFCDRY083005 121042921 10/01/2005 09/01/2035 Y SFC091305 121042969 10/01/2005 09/01/2035 N SFC091305 121042980 10/01/2005 09/01/2035 N SFC091305 121043006 10/01/2005 09/01/2035 Y SFCDRY090205 121043062 10/01/2005 09/01/2035 Y SFC091305 121043064 10/01/2005 09/01/2035 N SFC091305 121043071 10/01/2005 09/01/2035 Y SFC091305 121043081 10/01/2005 09/01/2035 N SFC091305 121043085 10/01/2005 09/01/2035 N SFC091305 121043092 10/01/2005 09/01/2045 N SFC091305 121043095 10/01/2005 09/01/2035 N SFCDRY090605 121043252 10/01/2005 09/01/2035 N SFCDRY090205 121043346 10/01/2005 09/01/2035 Y SFC091305 121043387 10/01/2005 09/01/2035 Y SFC091305 131033274 10/01/2005 09/01/2035 N SFCDRY090105 131033390 08/01/2005 07/01/2035 N SFCDRY080305 131033559 08/01/2005 07/01/2035 N MERR1110105 131034200 10/01/2005 09/01/2035 N SFC091305 131034289 10/01/2005 09/01/2035 N SFC091305 131034457 10/01/2005 09/01/2035 N SFC091305 131034709 10/01/2005 09/01/2035 N SFC091305 131034851 10/01/2005 09/01/2035 Y SFC091305 131034896 10/01/2005 09/01/2035 Y BOFADRY083105 131034976 10/01/2005 09/01/2035 N SFC091305 131034992 10/01/2005 09/01/2035 N SFCDRY090105 131035071 10/01/2005 09/01/2035 N BOFADRY083005 131035088 10/01/2005 09/01/2035 Y SFC091305 131035102 10/01/2005 09/01/2035 Y BOFADRY083105 131035125 10/01/2005 09/01/2045 N SFCDRY083105 131035164 10/01/2005 09/01/2035 N SFC091305 131035187 10/01/2005 09/01/2035 N SFCDRY090605 131035216 10/01/2005 09/01/2035 N SFC091305 131035230 10/01/2005 09/01/2035 Y SFCDRY090605 131035245 10/01/2005 09/01/2035 N SFCDRY090105 131035255 10/01/2005 09/01/2035 N SFCDRY091305 131035265 10/01/2005 09/01/2035 N SFCDRY090605 131035267 10/01/2005 09/01/2035 N SFCDRY090105 131035276 10/01/2005 09/01/2035 Y SFCDRY090105 131035291 10/01/2005 09/01/2035 N SFC091305 131035336 10/01/2005 09/01/2035 Y SFC091305 131035343 10/01/2005 09/01/2035 Y SFC091305 131035373 10/01/2005 09/01/2035 Y SFC091305 131035393 10/01/2005 09/01/2035 N SFC091305 131035466 10/01/2005 09/01/2035 Y SFC091305 131035480 10/01/2005 09/01/2035 Y SFC091305 141048703 10/01/2005 09/01/2035 N SFC091305 141049923 10/01/2005 09/01/2035 N SFC090805 141049963 10/01/2005 09/01/2035 Y SFC091305 141049967 10/01/2005 09/01/2035 Y SFC091305 141049979 10/01/2005 09/01/2045 N SFC090805 141050001 10/01/2005 09/01/2035 N SFC090805 141050026 10/01/2005 09/01/2035 N SFC091305 141050086 10/01/2005 09/01/2035 N SFCDRY090605 141050102 10/01/2005 09/01/2035 N SFC091305 141050133 10/01/2005 09/01/2035 N SFC091305 141050154 10/01/2005 09/01/2035 N SFCDRY090105 141050286 10/01/2005 09/01/2035 N SFC090805 141050348 10/01/2005 09/01/2035 N SFC091305 141050454 10/01/2005 09/01/2035 N SFC091305 141050461 10/01/2005 09/01/2035 Y SFC091305 141050499 10/01/2005 09/01/2035 N SFC091305 141050529 10/01/2005 09/01/2035 N SFC091305 141050613 10/01/2005 09/01/2035 N SFC091305 151029334 08/01/2005 07/01/2035 N MERR1110105 151029814 10/01/2005 09/01/2035 N BOFADRY083005 151029847 10/01/2005 09/01/2035 N BOFADRY083005 151029872 10/01/2005 09/01/2035 N SFCDRY090205 151030022 10/01/2005 09/01/2035 N SFC090805 151030070 10/01/2005 09/01/2035 Y SFC091305 151030145 10/01/2005 09/01/2035 N SFCDRY090105 151030188 10/01/2005 09/01/2035 N SFCDRY090105 151030214 10/01/2005 09/01/2035 N SFC091305 151030233 10/01/2005 09/01/2035 N SFC091305 151030246 10/01/2005 09/01/2035 N SFC091305 151030260 10/01/2005 09/01/2035 N SFC091305 161041921 10/01/2005 09/01/2035 N SFC091305 161043499 10/01/2005 09/01/2035 N SFCDRY083005 161043549 10/01/2005 09/01/2035 N SFC091305 161043656 10/01/2005 09/01/2035 N SFC091305 161043661 10/01/2005 09/01/2035 N SFC091305 161043706 10/01/2005 09/01/2035 N SFC091305 161044134 10/01/2005 09/01/2035 N SFCDRY090605 161044150 10/01/2005 09/01/2035 N SFC091305 161044175 10/01/2005 09/01/2035 N SFC090805 161044264 10/01/2005 09/01/2035 N SFC091305 161044370 10/01/2005 09/01/2035 N SFCDRY090205 161044413 10/01/2005 09/01/2035 N SFC091305 161044436 10/01/2005 09/01/2035 N SFCDRY090105 161044448 10/01/2005 09/01/2035 N SFCDRY090105 161044449 10/01/2005 09/01/2035 N SFC091305 161044454 10/01/2005 09/01/2035 N SFC090805 161044485 10/01/2005 09/01/2035 N SFCDRY090605 161044509 10/01/2005 09/01/2035 N SFC091305 161044526 10/01/2005 09/01/2035 N SFC091305 161044574 10/01/2005 09/01/2035 N SFC091305 161044587 10/01/2005 09/01/2035 N SFCDRY090605 161044629 10/01/2005 09/01/2035 N SFC100705 161044679 10/01/2005 09/01/2035 N SFCDRY090605 161044710 10/01/2005 09/01/2035 N SFC091305 161044717 10/01/2005 09/01/2035 N SFC091305 161044728 10/01/2005 09/01/2035 N SFC090805 161044765 10/01/2005 09/01/2035 N SFC090805 161044817 10/01/2005 09/01/2035 N SFC091305 161044921 10/01/2005 09/01/2035 N SFC100705 161044926 10/01/2005 09/01/2045 N SFC091305 161044978 10/01/2005 09/01/2035 N SFC091305 161045020 10/01/2005 09/01/2035 N SFC091305 171026684 09/01/2005 08/01/2035 N SFCDRY080205 171027077 08/01/2005 07/01/2035 N SFC080405 171027934 10/01/2005 09/01/2035 N SFC090805 191025991 09/01/2005 08/01/2035 N SFC072805 191026634 10/01/2005 09/01/2035 N SFC091305 191026785 10/01/2005 09/01/2035 N SFCDRY092005 191026798 10/01/2005 09/01/2035 N SFC091305 211032212 10/01/2005 09/01/2035 N SFC091305 211032214 10/01/2005 09/01/2035 N SFC091305 211032905 10/01/2005 09/01/2035 N SFC091305 211033848 10/01/2005 09/01/2035 N SFCDRY090205 211033908 10/01/2005 09/01/2035 N SFCDRY090105 211034159 10/01/2005 09/01/2035 N SFC091305 211034338 10/01/2005 09/01/2035 N SFC090805 211034472 10/01/2005 09/01/2035 N SFCDRY090605 211034497 11/01/2005 10/01/2035 Y SFC091305 211034669 10/01/2005 09/01/2035 Y SFC091305 211034703 10/01/2005 09/01/2035 N SFCDRY090605 211034710 10/01/2005 09/01/2035 N SFC091305 211034825 10/01/2005 09/01/2035 N SFC091305 211035066 10/01/2005 09/01/2035 N SFCDRY090105 211035178 11/01/2005 10/01/2035 N SFCDRY090105 211035237 10/01/2005 09/01/2035 N SFC091305 211035260 10/01/2005 09/01/2035 N SFC091305 211035361 10/01/2005 09/01/2035 N SFC091305 211035519 10/01/2005 09/01/2035 N SFC091305 211035887 11/01/2005 10/01/2035 N SFC100705 211036136 12/01/2005 11/01/2035 N SFC100705 231069438 10/01/2005 09/01/2035 N SFC091305 231070012 10/01/2005 09/01/2035 N SFC091305 231070363 10/01/2005 09/01/2035 N SFC091305 231070504 10/01/2005 09/01/2035 N SFC091305 231070707 10/01/2005 09/01/2035 N SFC091305 231070727 10/01/2005 09/01/2035 Y SFCDRY090105 231070804 10/01/2005 09/01/2035 N SFC091305 231070888 09/01/2005 08/01/2035 N sfc082405 231071023 10/01/2005 09/01/2035 Y BOFADRY083105 231071254 10/01/2005 09/01/2035 N SFCDRY082905 231071271 10/01/2005 09/01/2045 N SFCDRY090605 231071370 10/01/2005 09/01/2035 N SFC091305 231071382 10/01/2005 09/01/2035 N SFC091305 231071574 10/01/2005 09/01/2035 N SFCDRY090205 231071726 10/01/2005 09/01/2045 N SFCDRY083005 231071752 10/01/2005 09/01/2035 N SFC091305 231071791 10/01/2005 09/01/2035 N SFCDRY090605 231071931 10/01/2005 09/01/2035 N BOFADRY083105 231071992 10/01/2005 09/01/2035 N SFCDRY083005 231072009 10/01/2005 09/01/2035 N sfc082405 231072010 10/01/2005 09/01/2035 Y BOFADRY083105 231072068 10/01/2005 09/01/2035 N SFCDRY090205 231072126 10/01/2005 09/01/2035 N SFC091305 231072158 10/01/2005 09/01/2035 N SFC091305 231072262 10/01/2005 09/01/2035 N BOFADRY083105 231072286 10/01/2005 09/01/2035 N SFCDRY090705 231072305 10/01/2005 09/01/2035 N SFC091305 231072313 10/01/2005 09/01/2035 N SFCDRY082905 231072337 10/01/2005 09/01/2035 Y BOFADRY083105 231072351 10/01/2005 09/01/2035 N SFCDRY090605 231072392 10/01/2005 09/01/2035 N SFC091305 231072426 10/01/2005 09/01/2035 N SFC091305 231072436 10/01/2005 09/01/2035 N SFCDRY083005 231072451 10/01/2005 09/01/2035 N SFC091305 231072466 10/01/2005 09/01/2035 N SFCDRY090605 231072477 10/01/2005 09/01/2035 N SFC091305 231072558 10/01/2005 09/01/2035 N SFCDRY090705 231072560 10/01/2005 09/01/2035 N SFC091305 231072624 10/01/2005 09/01/2035 N SFCDRY090105 231072645 10/01/2005 09/01/2035 N SFCDRY082905 231072688 10/01/2005 09/01/2035 N SFC091305 231072701 10/01/2005 09/01/2035 N SFC091305 231072818 10/01/2005 09/01/2035 N SFCDRY090105 231072829 10/01/2005 09/01/2035 N SFC091305 231072847 10/01/2005 09/01/2035 N SFCDRY090605 231072891 10/01/2005 09/01/2035 N SFCDRY090105 231072895 10/01/2005 09/01/2035 N SFC091305 231072914 10/01/2005 09/01/2035 N SFCDRY090605 231072919 10/01/2005 09/01/2035 N BOFADRY083005 231072933 10/01/2005 09/01/2035 N SFCDRY090105 231072972 10/01/2005 09/01/2035 N SFCDRY090105 231072986 10/01/2005 09/01/2035 N SFC091305 231072991 10/01/2005 09/01/2035 Y SFC091305 231073146 10/01/2005 09/01/2035 N SFC091305 231073187 10/01/2005 09/01/2035 Y SFC091305 231073300 10/01/2005 09/01/2035 N SFC091305 231073418 10/01/2005 09/01/2035 N SFC091305 231073451 10/01/2005 09/01/2035 N SFC091305 251036758 08/01/2005 07/01/2035 N MERR1110105 261053208 10/01/2005 09/01/2035 N SFCDRY090205 261053486 10/01/2005 09/01/2035 N SFCDRY090105 261053636 10/01/2005 09/01/2035 N SFCDRY090105 261053752 10/01/2005 09/01/2045 N SFCW2D082605 261053917 10/01/2005 09/01/2035 Y SFCDRY090105 261053918 10/01/2005 09/01/2035 N SFCDRY090805 261053937 10/01/2005 09/01/2035 N SFCDRY082905 261053962 10/01/2005 09/01/2035 N SFCDRY090805 261053998 10/01/2005 09/01/2035 N SFCDRY090805 261054066 10/01/2005 09/01/2035 N SFCDRY090205 261054086 10/01/2005 09/01/2035 N SFCDRY090905 261054191 11/01/2005 10/01/2035 N SFC100705 261054219 10/01/2005 09/01/2035 N SFCDRY090605 261054258 10/01/2005 09/01/2035 N SFCDRY090605 271023744 10/01/2005 09/01/2035 N SFC091305 271023798 10/01/2005 09/01/2035 N SFC091305 271023928 10/01/2005 09/01/2035 N SFC100705 271023951 10/01/2005 09/01/2035 N SFCDRY090105 271024130 10/01/2005 09/01/2035 N SFC091305 271024176 10/01/2005 09/01/2035 N SFC091305 271024232 10/01/2005 09/01/2035 Y SFC091305 281016365 10/01/2005 09/01/2035 N SFC091305 281016640 10/01/2005 09/01/2035 N SFC091305 281016735 10/01/2005 09/01/2035 N BOFADRY083005 281016874 10/01/2005 09/01/2035 Y SFC091305 281017091 10/01/2005 09/01/2035 N SFC090805 281017114 10/01/2005 09/01/2035 N SFC091305 281017170 10/01/2005 09/01/2035 N SFC090805 281017175 10/01/2005 09/01/2035 N SFC091305 281017354 10/01/2005 09/01/2035 Y SFC091305 301001539 10/01/2005 09/01/2035 N SFC090805 301002398 09/01/2005 08/01/2035 N sfc082405 301002620 10/01/2005 09/01/2035 N SFCDRY090205 301002630 10/01/2005 09/01/2035 N SFC100705 301002781 10/01/2005 09/01/2035 N SFCDRY090205 301002795 10/01/2005 09/01/2045 N SFCDRY090205 311028205 10/01/2005 09/01/2035 Y BOFADRY083005 311028212 10/01/2005 09/01/2035 N SFC090805 311028239 10/01/2005 09/01/2035 N SFC090805 311028320 10/01/2005 09/01/2035 N SFCW2D082605 311028346 10/01/2005 09/01/2035 N SFCDRY082905 311028386 10/01/2005 09/01/2035 N SFC100705 321027527 08/01/2005 07/01/2035 N MERR1110105 321028390 10/01/2005 09/01/2035 N SFC081505 321028433 10/01/2005 09/01/2035 N SFCDRY090105 321028485 10/01/2005 09/01/2035 N SFCDRY090105 321028520 10/01/2005 09/01/2035 N SFCDRY090105 321028665 10/01/2005 09/01/2035 N SFCDRY090605 321028941 10/01/2005 09/01/2035 N SFC091305 321029022 10/01/2005 09/01/2035 N SFC091305 321029024 10/01/2005 09/01/2035 N SFCDRY090705 321029029 10/01/2005 09/01/2035 N SFCDRY090705 321029035 10/01/2005 09/01/2035 N SFCW2D082605 321029093 10/01/2005 09/01/2035 N BOFADRY083105 321029119 10/01/2005 09/01/2035 N SFCDRY090105 321029132 10/01/2005 09/01/2035 N SFCDRY090705 321029148 10/01/2005 09/01/2035 N SFC091305 321029160 10/01/2005 09/01/2035 N SFCDRY090705 321029197 10/01/2005 09/01/2035 N BOFADRY083105 321029294 10/01/2005 09/01/2035 Y SFCDRY090205 321029366 10/01/2005 09/01/2035 N SFC091305 331038764 10/01/2005 09/01/2035 N SFCDRY091505 331039197 10/01/2005 09/01/2035 N SFC091305 331039202 10/01/2005 09/01/2035 N SFCDRY090705 331039254 10/01/2005 09/01/2045 Y SFC091305 331039274 10/01/2005 09/01/2035 N SFC091305 331039420 10/01/2005 09/01/2035 N SFCDRY090605 331039633 10/01/2005 09/01/2035 N SFCDRY092005 331039756 10/01/2005 09/01/2035 N SFC091305 331039993 10/01/2005 09/01/2035 N SFC090805 331040150 10/01/2005 09/01/2035 N SFC091305 331040201 10/01/2005 09/01/2035 N SFCDRY090105 331040308 10/01/2005 09/01/2035 N SFC090805 331040527 10/01/2005 09/01/2035 N SFC091305 331040562 10/01/2005 09/01/2045 N SFC091305 331040656 10/01/2005 09/01/2045 N SFC091305 341027137 10/01/2005 09/01/2035 N SFC091305 341027234 10/01/2005 09/01/2035 N SFC091305 341027401 10/01/2005 09/01/2035 N SFC091305 341027413 10/01/2005 09/01/2035 N SFC091305 341027463 10/01/2005 09/01/2035 N SFC091305 351029111 10/01/2005 09/01/2035 N SFCDRY090905 351029230 10/01/2005 09/01/2035 N SFCDRY091205 351029264 10/01/2005 09/01/2035 N SFCDRY090205 351029317 10/01/2005 09/01/2035 N SFC090805 351029700 11/01/2005 10/01/2035 N SFC100705 351029751 10/01/2005 09/01/2035 N SFCW2D082605 351029824 10/01/2005 09/01/2025 N SFCDRY090105 351029847 10/01/2005 09/01/2035 Y SFC091305 351029904 10/01/2005 09/01/2035 N SFCDRY090805 351029990 10/01/2005 09/01/2035 N SFC091305 351029997 10/01/2005 09/01/2035 N SFC091305 351030000 10/01/2005 09/01/2035 N SFCDRY091205 351030022 10/01/2005 09/01/2035 N SFC090805 351030164 10/01/2005 09/01/2035 N SFC091305 351030234 10/01/2005 09/01/2035 N SFC091305 351030242 10/01/2005 09/01/2035 N SFCDRY090605 351030313 11/01/2005 10/01/2035 N SFC100705 351030314 10/01/2005 09/01/2035 N SFC091305 351030545 11/01/2005 10/01/2035 N SFC100705 361025719 10/01/2005 09/01/2035 N SFCDRY083105 361026387 10/01/2005 09/01/2035 N SFC091305 361026495 10/01/2005 09/01/2035 N SFCDRY090205 361026783 10/01/2005 09/01/2045 Y SFC091305 361026940 10/01/2005 09/01/2035 N SFC091305 361027048 10/01/2005 09/01/2035 N SFCDRY090205 361027072 10/01/2005 09/01/2035 N SFCDRY090705 361027085 10/01/2005 09/01/2035 N SFCDRY090605 361027090 10/01/2005 09/01/2035 Y SFCDRY090205 361027140 10/01/2005 09/01/2035 N SFC091305 361027154 10/01/2005 09/01/2035 N SFCDRY090205 361027160 10/01/2005 09/01/2035 N SFCDRY090205 361027165 10/01/2005 09/01/2035 N SFCDRY090605 361027234 10/01/2005 09/01/2035 N SFCDRY090705 361027270 10/01/2005 09/01/2035 N SFC091305 361027276 10/01/2005 09/01/2035 N SFC091305 361027346 10/01/2005 09/01/2035 N SFCDRY090705 361027349 10/01/2005 09/01/2035 Y SFC091305 371027311 08/01/2005 07/01/2035 N MERR1110105 371027614 10/01/2005 09/01/2035 N SFC091305 371027659 09/01/2005 08/01/2035 N SFCDRY080205 371028068 10/01/2005 09/01/2035 Y SFC091305 371028202 10/01/2005 09/01/2035 Y SFC091305 371028369 10/01/2005 09/01/2035 N SFCDRY090705 371028381 10/01/2005 09/01/2035 N SFC090805 371028449 10/01/2005 09/01/2045 N SFC091305 371028492 10/01/2005 09/01/2035 N SFC091305 371028588 10/01/2005 09/01/2035 Y SFCDRY090105 371028648 10/01/2005 09/01/2035 N SFC091305 371028678 10/01/2005 09/01/2035 Y SFC091305 371028720 10/01/2005 09/01/2035 Y SFCDRY090105 371028739 10/01/2005 09/01/2035 N SFCDRY090705 371028790 10/01/2005 09/01/2035 Y SFC091305 371028807 10/01/2005 09/01/2035 Y SFC091305 371028816 10/01/2005 09/01/2035 N SFC091305 371028883 10/01/2005 09/01/2035 N SFCDRY090705 371028977 10/01/2005 09/01/2035 N SFC091305 371029006 10/01/2005 09/01/2035 N SFC091305 371029088 10/01/2005 09/01/2035 N SFC091305 381023372 10/01/2005 09/01/2035 N SFCDRY083005 381023460 10/01/2005 09/01/2035 N SFC090805 381023511 09/01/2005 08/01/2035 N SFC081505 381023688 10/01/2005 09/01/2035 N SFCDRY083005 381023851 10/01/2005 09/01/2035 N SFC091305 381023968 10/01/2005 09/01/2035 N SFCDRY090105 381023985 10/01/2005 09/01/2035 N SFC091305 381023989 10/01/2005 09/01/2035 N SFCDRY083105 381024041 10/01/2005 09/01/2035 N SFCDRY090205 381024094 10/01/2005 09/01/2035 N SFC091305 381024098 10/01/2005 09/01/2035 N SFC091305 381024129 10/01/2005 09/01/2035 N SFC091305 381024175 10/01/2005 09/01/2035 N SFC091305 381024176 10/01/2005 09/01/2035 N citi101105 381024293 10/01/2005 09/01/2035 N SFC091305 381024336 10/01/2005 09/01/2035 N SFC091305 381024366 10/01/2005 09/01/2035 N SFC091305 381024381 10/01/2005 09/01/2035 N SFC091305 391013614 09/01/2005 08/01/2035 Y SFC080405 391013815 09/01/2005 08/01/2035 N SFC072805 391014023 09/01/2005 08/01/2025 N SFC072805 391014212 10/01/2005 09/01/2035 N BOFADRY083105 391014537 10/01/2005 09/01/2035 N SFC091305 391014583 10/01/2005 09/01/2035 N SFC091305 391014615 10/01/2005 09/01/2035 N BOFADRY083105 391014719 10/01/2005 09/01/2035 N BOFADRY083105 391014720 10/01/2005 09/01/2035 N BOFADRY083105 391014751 11/01/2005 10/01/2035 N SFCDRY082905 391014752 10/01/2005 09/01/2035 N SFC091305 391014761 10/01/2005 09/01/2035 N SFC091305 391014792 10/01/2005 09/01/2035 N SFC091305 391014821 10/01/2005 09/01/2035 N SFC091305 391014831 10/01/2005 09/01/2035 N SFCDRY090605 391014927 10/01/2005 09/01/2035 N SFC091305 391015066 10/01/2005 09/01/2035 N SFC091305 401003155 10/01/2005 09/01/2035 N SFCDRY091205 401003432 10/01/2005 09/01/2035 N SFC091305 401003588 10/01/2005 09/01/2035 N SFCDRY091405 401003639 10/01/2005 09/01/2035 N SFCDRY091205 401003642 10/01/2005 09/01/2035 N SFC090805 401003704 10/01/2005 09/01/2035 N SFC091305 401003801 10/01/2005 09/01/2035 N SFCDRY091305 401003847 10/01/2005 09/01/2035 N SFCDRY091305 401003855 10/01/2005 09/01/2035 N SFCDRY090905 401003876 10/01/2005 09/01/2035 N SFCDRY091605 401004155 10/01/2005 09/01/2035 N SFCDRY091605 511037302 10/01/2005 09/01/2035 N SFCDRY090805 511037497 10/01/2005 09/01/2035 N SFC091305 511037520 10/01/2005 09/01/2035 N SFC091305 511037545 10/01/2005 09/01/2035 N SFC090805 511037582 10/01/2005 09/01/2035 N SFC090805 511037731 10/01/2005 09/01/2035 N SFC091305 521025872 10/01/2005 09/01/2035 N SFC091305 521027563 10/01/2005 09/01/2035 N SFC091305 521028208 10/01/2005 09/01/2035 N SFC091305 521028507 10/01/2005 09/01/2035 Y SFCDRY090205 521028562 10/01/2005 09/01/2035 N BOFADRY083105 521028647 10/01/2005 09/01/2035 N SFCDRY090205 521028713 10/01/2005 09/01/2035 N BOFADRY083105 521028729 10/01/2005 09/01/2035 N SFCDRY082905 521028785 10/01/2005 09/01/2035 N SFCDRY082905 521028803 10/01/2005 09/01/2035 N SFC090805 521028960 10/01/2005 09/01/2035 N SFC091305 521029019 10/01/2005 09/01/2035 N SFCDRY090605 521029021 10/01/2005 09/01/2035 N SFC091305 521029059 10/01/2005 09/01/2035 N SFCDRY090105 521029071 10/01/2005 09/01/2035 N SFCDRY090205 521029109 10/01/2005 09/01/2035 N SFCDRY090705 521029189 10/01/2005 09/01/2035 N SFC091305 521029207 10/01/2005 09/01/2035 N SFC091305 521029242 10/01/2005 09/01/2035 N BOFADRY083105 521029281 10/01/2005 09/01/2035 N SFCDRY090705 521029340 10/01/2005 09/01/2035 Y BOFADRY083005 521029380 10/01/2005 09/01/2035 N SFCDRY090105 521029421 10/01/2005 09/01/2035 N SFC091305 521029478 10/01/2005 09/01/2035 N SFC091305 521029524 10/01/2005 09/01/2035 Y SFC091305 521029585 10/01/2005 09/01/2035 N SFC091305 551007273 09/01/2005 08/01/2035 N SFC072805 551007698 10/01/2005 09/01/2035 N SFCDRY091205 551007867 10/01/2005 09/01/2035 N SFCDRY090905 551008297 10/01/2005 09/01/2035 N SFCDRY090905 551008533 10/01/2005 09/01/2035 Y SFC091305 551008587 10/01/2005 09/01/2035 N SFCDRY090905 551008630 10/01/2005 09/01/2035 Y SFC091305 551008762 10/01/2005 09/01/2035 Y SFCDRY091205 561002811 10/01/2005 09/01/2035 N SFCDRY082905 561003473 10/01/2005 09/01/2035 N SFC090805 561003522 10/01/2005 09/01/2035 N SFCDRY090105 561003547 10/01/2005 09/01/2035 N SFCDRY090705 561003671 10/01/2005 09/01/2035 N SFCDRY090705 581001173 08/01/2005 07/01/2035 N MERR1110105 581001263 08/01/2005 07/01/2035 N MERR1110105 581002299 10/01/2005 09/01/2035 N SFC091305 581002368 10/01/2005 09/01/2035 N SFC090805 591000598 10/01/2005 09/01/2035 Y SFC091305 591000652 10/01/2005 09/01/2035 N SFC091305 611017264 10/01/2005 09/01/2035 N sfc082405 611017935 10/01/2005 09/01/2035 N SFCDRY090105 611018165 10/01/2005 09/01/2035 N SFC090805 611018311 10/01/2005 09/01/2035 N SFC090805 611018379 10/01/2005 09/01/2035 N SFC091305 611018480 10/01/2005 09/01/2035 N SFC091305 611018508 10/01/2005 09/01/2035 N SFCW2D082605 611018513 10/01/2005 09/01/2035 N SFC091305 611018616 10/01/2005 09/01/2035 N SFCDRY090205 611018622 10/01/2005 09/01/2035 N SFCDRY090205 611018640 10/01/2005 09/01/2035 N SFC090805 611018809 10/01/2005 09/01/2035 Y SFC091305 611018835 10/01/2005 09/01/2035 N SFC091305 621010493 10/01/2005 09/01/2035 N SFC090805 621010532 10/01/2005 09/01/2045 N sfc093005 621010591 10/01/2005 09/01/2035 N SFCW2D082605 621010670 10/01/2005 09/01/2035 N SFC091305 621010676 10/01/2005 09/01/2035 N SFC091305 621010682 10/01/2005 09/01/2035 N SFC091305 621010762 10/01/2005 09/01/2035 N SFC091305 621010784 10/01/2005 09/01/2035 N SFC090805 621010955 10/01/2005 09/01/2035 Y SFC091305 621010962 10/01/2005 09/01/2035 N SFCDRY090805 621010970 10/01/2005 09/01/2035 N SFCDRY090105 621011069 10/01/2005 09/01/2035 N SFCDRY090105 621011142 10/01/2005 09/01/2035 N SFC091305 621011240 10/01/2005 09/01/2035 N SFC091305 621011277 10/01/2005 09/01/2035 N sfc093005 621011375 10/01/2005 09/01/2035 N SFCDRY092105 621011479 10/01/2005 09/01/2035 N SFC091305 621011655 10/01/2005 09/01/2035 N SFC091305 631008620 09/01/2005 08/01/2035 N SFCDRY080105 631009023 10/01/2005 09/01/2035 N BOFADRY083005 631009260 10/01/2005 09/01/2035 N BOFADRY083005 631009310 10/01/2005 09/01/2045 N BOFADRY083005 631009346 10/01/2005 09/01/2035 N SFC091305 631009348 10/01/2005 09/01/2035 N SFC091305 631009369 10/01/2005 09/01/2035 N SFCDRY090705 631009376 10/01/2005 09/01/2035 Y SFC091305 631009379 10/01/2005 09/01/2035 N SFC090805 631009427 10/01/2005 09/01/2035 N SFCW2D082605 631009536 10/01/2005 09/01/2035 N SFC091305 631009732 10/01/2005 09/01/2035 N SFC091305 641011543 10/01/2005 09/01/2035 Y SFC091305 641011631 10/01/2005 09/01/2035 N SFCDRY091305 641011848 10/01/2005 09/01/2035 N SFC091305 641011852 10/01/2005 09/01/2035 N BOFADRY083005 641012073 10/01/2005 09/01/2035 Y SFC091305 641012174 10/01/2005 09/01/2035 N SFCDRY091205 641012306 10/01/2005 09/01/2035 Y SFC091305 641012354 10/01/2005 09/01/2035 N SFCDRY090605 641012479 10/01/2005 09/01/2035 N SFC091305 651010468 08/01/2005 07/01/2035 N MERR1110105 651010976 09/01/2005 08/01/2035 N BOFADRY083105 651012079 10/01/2005 09/01/2035 N SFCDRY090605 651012307 10/01/2005 09/01/2035 N SFC091305 651012432 10/01/2005 09/01/2035 N SFCDRY082905 651012477 10/01/2005 09/01/2035 N SFC091305 651012551 10/01/2005 09/01/2035 Y SFCDRY110705 651012638 10/01/2005 09/01/2035 N sfc093005 661007833 10/01/2005 09/01/2035 N SFC091305 661008887 10/01/2005 09/01/2035 N SFCDRY082905 661009334 10/01/2005 09/01/2035 N SFC091305 661009418 10/01/2005 09/01/2035 N SFCW2D082605 661009470 10/01/2005 09/01/2035 N SFCDRY090105 661009500 10/01/2005 09/01/2035 N SFCDRY090605 661009502 10/01/2005 09/01/2035 N SFC091305 661009529 10/01/2005 09/01/2035 N SFCDRY090205 661009544 10/01/2005 09/01/2015 N SFCW2D082605 661009575 10/01/2005 09/01/2035 N SFCDRY090105 661009634 10/01/2005 09/01/2035 N BOFADRY083005 661009662 10/01/2005 09/01/2035 N SFC090805 661009671 10/01/2005 09/01/2035 N SFCDRY082905 661009780 10/01/2005 09/01/2035 N SFCDRY090705 661009859 10/01/2005 09/01/2035 N XXX000000 661009986 10/01/2005 09/01/2035 N SFC091305 661010054 10/01/2005 09/01/2035 N XXX000000 661010294 10/01/2005 09/01/2035 N SFC091305 661010306 11/01/2005 10/01/2035 N XXX000000 661010323 11/01/2005 10/01/2035 N XXX000000 671004821 08/01/2005 07/01/2035 N MERR1110105 671006165 10/01/2005 09/01/2035 N SFCDRY090605 671006635 10/01/2005 09/01/2035 N SFC091305 671006636 10/01/2005 09/01/2035 N SFC091305 671006651 10/01/2005 09/01/2035 N SFC091305 671006707 10/01/2005 09/01/2035 N SFC091305 671006721 10/01/2005 09/01/2035 N SFC091305 671006723 10/01/2005 09/01/2035 N SFC091305 671006724 10/01/2005 09/01/2035 N SFC091305 671006739 10/01/2005 09/01/2035 N SFC091305 671006779 10/01/2005 09/01/2035 N SFC091305 671006898 10/01/2005 09/01/2035 N sfc093005 671006955 10/01/2005 09/01/2035 N SFC091305 671006969 10/01/2005 09/01/2035 N SFC091305 671007023 10/01/2005 09/01/2035 N SFC091305 671007035 10/01/2005 09/01/2035 N SFC091305 671007070 10/01/2005 09/01/2035 Y SFC091305 671007168 10/01/2005 09/01/2035 N SFC091305 671007211 10/01/2005 09/01/2035 N SFC091305 671007224 10/01/2005 09/01/2035 Y SFC091305 681007028 08/01/2005 07/01/2035 N MERR1110105 681007375 10/01/2005 09/01/2035 N SFCDRY083005 681007557 09/01/2005 08/01/2035 N XXX000000 681007918 10/01/2005 09/01/2035 Y SFC091305 681007925 10/01/2005 09/01/2035 N SFC091305 681008183 10/01/2005 09/01/2035 N SFC091305 681008188 10/01/2005 09/01/2035 N SFC091305 681008227 10/01/2005 09/01/2035 N SFCDRY090105 681008247 10/01/2005 09/01/2035 N SFC091305 681008273 10/01/2005 09/01/2035 N SFC091305 681008289 10/01/2005 09/01/2035 N SFC091305 681008323 10/01/2005 09/01/2035 N SFC091305 681008351 10/01/2005 09/01/2035 N SFC091305 681008417 10/01/2005 09/01/2035 N SFC091305 681008426 10/01/2005 09/01/2035 N SFCDRY090105 681008458 10/01/2005 09/01/2035 N SFCDRY090105 681008545 10/01/2005 09/01/2035 N SFCDRY090205 681008666 10/01/2005 09/01/2035 N SFC091305 691004552 10/01/2005 09/01/2035 N SFCDRY090205 691005187 10/01/2005 09/01/2035 N SFC091305 691005195 10/01/2005 09/01/2035 N SFCDRY090105 691005218 10/01/2005 09/01/2035 N SFC090805 691005219 10/01/2005 09/01/2035 N SFCDRY090105 691005310 10/01/2005 09/01/2035 Y SFCDRY090605 691005459 10/01/2005 09/01/2035 N SFC091305 711007795 10/01/2005 09/01/2035 N SFCDRY090805 711007823 10/01/2005 09/01/2035 N SFCDRY083105 711008110 10/01/2005 09/01/2035 N SFCDRY090905 711008120 10/01/2005 09/01/2020 N SFCDRY091205 711008208 10/01/2005 09/01/2035 N SFCDRY090805 711008215 10/01/2005 09/01/2035 N SFCDRY090105 711008282 10/01/2005 09/01/2035 N SFCDRY090905 711008322 10/01/2005 09/01/2035 N SFCDRY090105 721008110 10/01/2005 09/01/2035 N sfc082405 721008195 10/01/2005 09/01/2035 N SFC090805 721008210 10/01/2005 09/01/2035 N SFC090805 721008242 10/01/2005 09/01/2035 N SFCDRY090105 721008245 10/01/2005 09/01/2035 N SFCDRY083005 721008271 10/01/2005 09/01/2035 N SFCDRY090805 731012129 10/01/2005 09/01/2035 N SFC091305 731012198 10/01/2005 09/01/2035 Y SFC091305 731012246 10/01/2005 09/01/2035 N SFC091305 731012259 10/01/2005 09/01/2035 N BOFADRY083105 731012320 10/01/2005 09/01/2035 N sfc082405 731012323 10/01/2005 09/01/2035 N SFC091305 731012564 10/01/2005 09/01/2035 Y SFC091305 731012587 10/01/2005 09/01/2035 N SFC091305 741012779 10/01/2005 09/01/2035 N SFCW2D082605 741012802 10/01/2005 09/01/2035 N SFCDRY091305 741012947 10/01/2005 09/01/2020 N SFCDRY083005 741012952 10/01/2005 09/01/2035 N SFCW2D082605 741013117 10/01/2005 09/01/2035 N SFCDRY090205 741013136 10/01/2005 09/01/2035 N SFC091305 741013211 10/01/2005 09/01/2035 N SFCDRY090205 741013230 10/01/2005 09/01/2035 N BOFADRY083105 741013287 10/01/2005 09/01/2035 N SFCDRY082905 761012804 10/01/2005 09/01/2035 N SFC091305 761012830 10/01/2005 09/01/2035 N SFC091305 761012853 10/01/2005 09/01/2035 N SFC091305 761013059 10/01/2005 09/01/2035 N BOFADRY083105 761013350 10/01/2005 09/01/2035 N SFC090805 761013388 10/01/2005 09/01/2035 N SFCDRY090205 761013484 10/01/2005 09/01/2035 Y SFCDRY090605 761013539 10/01/2005 09/01/2035 N SFC091305 761013552 10/01/2005 09/01/2035 Y SFC091305 761013558 10/01/2005 09/01/2035 N SFC091305 771006346 10/01/2005 09/01/2035 N SFCW2D082605 771006596 10/01/2005 09/01/2035 N SFCW2D082605 771006623 10/01/2005 09/01/2035 N SFC091305 771006738 10/01/2005 09/01/2035 N SFC090805 771006756 10/01/2005 09/01/2035 N BOFADRY083005 771006826 10/01/2005 09/01/2020 N SFCDRY090105 771006857 10/01/2005 09/01/2035 Y SFC091305 771006918 10/01/2005 09/01/2035 N SFC091305 771007124 10/01/2005 09/01/2035 N SFC091305 781004433 10/01/2005 09/01/2035 N SFC090805 781004477 10/01/2005 09/01/2035 N SFCDRY090805 781004610 10/01/2005 09/01/2035 Y SFCDRY090105 781004617 10/01/2005 09/01/2035 N SFCW2D082605 781004818 10/01/2005 09/01/2035 N SFC091305 791003771 10/01/2005 09/01/2035 N BOFADRY083105 791003824 10/01/2005 09/01/2035 N SFCDRY083105 791003956 10/01/2005 09/01/2035 N BOFADRY083105 791003991 10/01/2005 09/01/2035 Y SFC091305 791004003 10/01/2005 09/01/2035 N BOFADRY083105 791004033 10/01/2005 09/01/2035 N SFCW2D082605 791004055 10/01/2005 09/01/2035 N SFCDRY090105 791004129 10/01/2005 09/01/2035 N SFCW2D082605 791004171 10/01/2005 09/01/2035 N SFCDRY090105 791004211 10/01/2005 09/01/2035 N SFCDRY090205 791004223 10/01/2005 09/01/2035 N SFCDRY090105 791004247 10/01/2005 09/01/2035 N SFC091305 791004253 10/01/2005 09/01/2020 N SFC090805 791004260 10/01/2005 09/01/2035 Y SFC091305 791004290 10/01/2005 09/01/2045 Y SFC091305 791004332 10/01/2005 09/01/2035 N SFC091305 791004360 10/01/2005 09/01/2035 N SFC091305 791004376 10/01/2005 09/01/2035 N SFC091305 841006177 08/01/2005 07/01/2035 N MERR1110105 841006831 08/01/2005 07/01/2035 N MERR1110105 841007470 10/01/2005 09/01/2035 N SFCDRY090605 841007590 10/01/2005 09/01/2035 N SFC090805 841007608 10/01/2005 09/01/2035 N SFC091305 841007699 10/01/2005 09/01/2035 N BOFADRY083105 841007847 10/01/2005 09/01/2035 N SFCW2D082605 841007966 10/01/2005 09/01/2035 Y SFCDRY090605 841008000 10/01/2005 09/01/2035 Y SFC091305 841008135 10/01/2005 09/01/2035 N SFCW2D082605 841008141 10/01/2005 09/01/2035 N BOFADRY083105 841008184 10/01/2005 09/01/2035 N SFCDRY090105 841008186 10/01/2005 09/01/2035 N SFC091305 841008201 10/01/2005 09/01/2035 N BOFADRY083105 841008258 10/01/2005 09/01/2035 N SFCDRY090605 841008309 10/01/2005 09/01/2035 N SFCW2D082605 841008352 10/01/2005 09/01/2035 N SFCW2D082605 841008389 10/01/2005 09/01/2035 N SFC091305 841008398 10/01/2005 09/01/2035 N SFCDRY090605 841008402 10/01/2005 09/01/2035 Y SFCDRY090605 841008491 10/01/2005 09/01/2035 N SFC091305 841008503 10/01/2005 09/01/2035 N SFC091305 841008566 10/01/2005 09/01/2035 N SFC091305 841008568 10/01/2005 09/01/2035 N SFC090805 841008571 11/01/2005 10/01/2035 N SFC091305 841008601 10/01/2005 09/01/2035 Y SFC091305 841008628 10/01/2005 09/01/2035 N SFCDRY090105 841008632 10/01/2005 09/01/2035 N SFC091305 841008655 10/01/2005 09/01/2035 N SFC091305 841008661 10/01/2005 09/01/2035 N SFCDRY090105 841008671 10/01/2005 09/01/2035 N SFCDRY090605 841008706 10/01/2005 09/01/2035 N SFC091305 841008747 10/01/2005 09/01/2035 Y SFC091305 841008759 10/01/2005 09/01/2035 Y SFC091305 841008781 10/01/2005 09/01/2035 N BOFADRY083005 841008793 11/01/2005 10/01/2035 Y SFC091305 841008802 10/01/2005 09/01/2035 N SFC091305 841008836 11/01/2005 10/01/2035 Y SFC091305 851001600 10/01/2005 09/01/2035 N SFCDRY090105 851001651 10/01/2005 09/01/2035 N SFC090805 851001719 10/01/2005 09/01/2035 N SFC090805 851001754 10/01/2005 09/01/2035 N SFCDRY090105 851001929 10/01/2005 09/01/2035 N SFCDRY090105 851001967 10/01/2005 09/01/2035 N SFC091305 851001968 10/01/2005 09/01/2035 N SFC091305 851002004 10/01/2005 09/01/2035 N SFCDRY090605 871001612 10/01/2005 09/01/2035 N SFCDRY090705 871001640 10/01/2005 09/01/2035 N SFCDRY090705 871002048 10/01/2005 09/01/2035 N BOFADRY083005 871002235 10/01/2005 09/01/2035 N SFCDRY090705 871002297 10/01/2005 09/01/2035 N SFC091305 871002352 10/01/2005 09/01/2035 N SFC091305 871002356 10/01/2005 09/01/2035 N SFCDRY090705 871002406 10/01/2005 09/01/2035 N BOFADRY083005 871002415 10/01/2005 09/01/2035 N BOFADRY083005 871002460 10/01/2005 09/01/2035 N SFCDRY083005 011077495 10/01/2005 09/01/2035 N BOFADRY091305 011077622 10/01/2005 09/01/2035 N BOFADRY091305 011077761 10/01/2005 09/01/2035 N BOFADRY091305 021067733 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09/01/2035 N BOFADRY092605 211034828 10/01/2005 09/01/2035 N BOFADRY091205 211035630 10/01/2005 09/01/2035 N BOFADRY091205 211035675 09/22/2005 08/22/2035 N BOFADRY091405 231069642 10/01/2005 09/01/2035 Y BOFADRY091305 231070164 10/01/2005 09/01/2035 Y BOFADRY091905 231072443 10/01/2005 09/01/2035 Y BOFADRY090905 231072455 10/01/2005 09/01/2035 N BOFADRY091405 231073285 10/01/2005 09/01/2035 N HSBC092705DROP 261053591 10/01/2005 09/01/2035 N BOFADRY091205 261054270 10/01/2005 09/01/2035 Y BOFADRY092005 261054339 10/01/2005 09/01/2035 Y BOFADRY091405 261054351 10/01/2005 09/01/2035 N BOFADRY091205 261054481 11/01/2005 10/01/2035 N BOFADRY092705 271023824 10/01/2005 09/01/2045 N BOFADRY083005 281016505 10/01/2005 09/01/2035 Y BOFADRY090705 281016575 10/01/2005 09/01/2035 N BOFADRY081805 291001621 10/01/2005 09/01/2035 N BOFADRY091905 291002031 10/01/2005 09/01/2035 N BOFADRY091305 311028351 10/01/2005 09/01/2035 Y BOFADRY091205 321029315 10/01/2005 09/01/2035 N sfc100705drop 321029759 11/01/2005 10/01/2035 N sfc100705drop 331039546 09/01/2005 08/01/2035 N BOFADRY091505 331040144 10/01/2005 09/01/2035 N BOFADRY082205 331040398 10/01/2005 09/01/2035 N CITI110305drop 331040530 10/01/2005 09/01/2035 N BOFADRY091505 341027329 10/01/2005 09/01/2035 N BOFADRY090905 351029577 10/01/2005 09/01/2035 N BOFADRY090705 361026469 10/01/2005 09/01/2035 N UBS110305drop 371028621 10/01/2005 09/01/2035 Y CITI110305drop 371029107 10/01/2005 09/01/2035 N BOFADRY091205 371029282 11/01/2005 10/01/2035 Y BOFADRY091405 381023717 10/01/2005 09/01/2035 N BOFADRY090905 381024080 10/01/2005 09/01/2035 N BOFADRY091205 391014661 10/01/2005 09/01/2035 N UBS110305drop 401003945 10/01/2005 09/01/2035 Y BOFADRY092805C 401003979 10/01/2005 09/01/2035 N BOFADRY091405 401004057 10/01/2005 09/01/2035 N BOFADRY092205 401004214 11/01/2005 10/01/2035 N BOFADRY092605 511037608 10/01/2005 09/01/2035 N BOFADRY090605 511037639 10/01/2005 09/01/2035 Y BOFADRY090905 521027992 10/01/2005 09/01/2035 N BOFADRY090805 521028860 10/01/2005 09/01/2035 Y BOFADRY092105 521029077 10/01/2005 09/01/2035 N sfc100705drop 521029222 10/01/2005 09/01/2035 Y BOFADRY091905 521029239 10/01/2005 09/01/2035 Y BOFADRY091305 521029346 10/01/2005 09/01/2045 Y BOFADRY091205 551007547 10/01/2005 09/01/2035 Y BOFADRY092005 551008084 10/01/2005 09/01/2035 N HSBC092705DROP 551008597 10/01/2005 09/01/2035 Y BOFADRY091505 561003785 10/01/2005 09/01/2035 N BOFADRY091405 581001760 10/01/2005 09/01/2035 N BOFADRY091605 581002127 10/01/2005 09/01/2035 Y BOFADRY091205 581002182 10/01/2005 09/01/2035 N BOFADRY090605 581002260 10/01/2005 09/01/2035 N BOFADRY090905 581002276 10/01/2005 09/01/2035 N BOFADRY092105 581002365 10/01/2005 09/01/2035 N BOFADRY091405 611017978 10/01/2005 09/01/2035 N BOFADRY090105 611018426 10/01/2005 09/01/2035 N BOFADRY091205 611018498 10/01/2005 09/01/2035 N BOFADRY110805 611018571 10/01/2005 09/01/2035 N BOFADRY092005 611018844 10/01/2005 09/01/2035 N sfc100705drop 611018896 11/01/2005 10/01/2035 Y BOFADRY092005 621010597 10/01/2005 09/01/2035 N HSBC092705DROP 621011239 11/01/2005 10/01/2035 N BOFADRY083105 621011955 11/01/2005 10/01/2035 Y BOFADRY092905 631009135 10/01/2005 09/01/2035 N BOFADRY092105 631009304 10/01/2005 09/01/2035 N BOFADRY100405 631009349 10/01/2005 09/01/2035 N CITI110305drop 631009372 10/01/2005 09/01/2035 N sfc100705drop 631009373 10/01/2005 09/01/2035 N BOFADRY091505 631009454 10/01/2005 09/01/2035 N BOFADRY093005 631009580 10/01/2005 09/01/2035 N BOFADRY090705 631009684 10/01/2005 09/01/2035 N BOFADRY090805 641010635 10/01/2005 09/01/2035 Y BOFADRY091305 641011603 10/01/2005 09/01/2035 N BOFADRY092105 641011727 10/01/2005 09/01/2035 N BOFADRY090705 641012499 10/01/2005 09/01/2035 Y BOFADRY091605 641012680 10/01/2005 09/01/2035 N BOFADRY090905 651012207 10/01/2005 09/01/2035 N BOFADRY092205 651012554 10/01/2005 09/01/2035 N BOFADRY090605 651014417 08/01/2005 07/01/2035 N BOFADRY110305 661009818 10/01/2005 09/01/2035 N UBS110305drop 661009827 10/01/2005 09/01/2035 N BOFADRY092205 661010067 10/01/2005 09/01/2035 N CITI110305drop 661010155 10/01/2005 09/01/2035 N BOFADRY091605 661010312 10/01/2005 09/01/2035 N UBS110305drop 671005981 10/01/2005 09/01/2035 N BOFADRY082905 671006310 10/01/2005 09/01/2035 N ubs100705drop 671006496 10/01/2005 09/01/2035 N BOFADRY091605 681008030 10/01/2005 09/01/2035 N BOFADRY092305 681008392 10/01/2005 09/01/2035 Y BOFADRY091305 681008485 10/01/2005 09/01/2035 N BOFADRY090905 681008614 10/01/2005 09/01/2035 Y BOFADRY091405 721008512 10/01/2005 09/01/2035 N BOFADRY091205 731012134 10/01/2005 09/01/2035 N BOFADRY090705 741013048 10/01/2005 09/01/2035 N BOFADRY091305 741013200 10/01/2005 09/01/2035 N BOFADRY091205 741013381 10/01/2005 09/01/2035 N HSBC092705DROP 761012555 10/01/2005 09/01/2035 N sfc100705drop 781004729 10/01/2005 09/01/2035 Y BOFADRY090805 831047355 09/01/2005 08/01/2035 N BOFADRY082305 831047375 09/01/2005 08/01/2035 N BOFADRY082305 831047378 09/01/2005 08/01/2035 N BOFADRY082305 831047380 09/01/2005 08/01/2035 N BOFADRY082305 831047387 09/01/2005 08/01/2035 N BOFADRY082305 831048500 10/01/2005 09/01/2035 N BOFADRY092905 831049190 10/01/2005 09/01/2035 N BOFADRY101105 851001938 10/01/2005 09/01/2035 Y BOFADRY091305 871002284 10/01/2005 09/01/2035 Y BOFADRY092005 871002443 10/01/2005 09/01/2035 Y BOFADRY091205 011075967 10/01/2005 09/01/2035 N GWICH092005 011076445 10/01/2005 09/01/2035 N GWICH092305 011076717 10/01/2005 09/01/2035 N GWICH092005 011077285 10/01/2005 09/01/2035 N GWICH092305 011077598 10/01/2005 09/01/2035 N GWICH092305 011077677 10/01/2005 09/01/2035 N GWICH092305 011077742 10/01/2005 09/01/2035 N GWICHDRY092805C 011077795 10/01/2005 09/01/2035 N GWICH092005 011077813 10/01/2005 09/01/2045 N GWICH092005 011078040 10/01/2005 09/01/2035 N GWICHDRY100605 011078086 10/01/2005 09/01/2035 N GWICH092005 021066243 10/01/2005 09/01/2035 N GWICH092305 021067279 10/01/2005 09/01/2035 N GWICH092005 021067380 10/01/2005 09/01/2035 N GWICHDRY092005 021067634 10/01/2005 09/01/2035 N GWICHDRY092305 021067636 10/01/2005 09/01/2035 N GWICH092305 021067657 11/01/2005 10/01/2035 N GWICHDRY092005 021067690 10/01/2005 09/01/2045 N GWICH092005 021067764 10/01/2005 09/01/2035 N GWICH092305 021067838 10/01/2005 09/01/2035 N GWICH092005 031035953 10/01/2005 09/01/2035 N GWICH092305 031036561 10/01/2005 09/01/2035 N GWICHDRY092005 031036764 10/01/2005 09/01/2035 N GWICHDRY092005 031036983 10/01/2005 09/01/2035 N GWICH092305 031037259 10/01/2005 09/01/2035 N GWICH092005 031037291 10/01/2005 09/01/2035 N GWICH092005 031037292 10/01/2005 09/01/2035 N GWICH092005 031037356 10/01/2005 09/01/2035 N GWICH092005 031037369 10/01/2005 09/01/2035 N GWICHDRY092005 031037375 10/01/2005 09/01/2035 N GWICHDRY092005 031037391 10/01/2005 09/01/2035 N GWICH092005 031037434 10/01/2005 09/01/2035 N GWICH092005 031037457 10/01/2005 09/01/2035 N GWICH092305 031037469 10/01/2005 09/01/2035 N GWICH092305 031037484 10/01/2005 09/01/2035 N GWICH092305 031037485 10/01/2005 09/01/2035 N GWICHDRY092005 031037498 10/01/2005 09/01/2035 N GWICH092005 031037504 10/01/2005 09/01/2035 N GWICHDRY092005 031037509 10/01/2005 09/01/2035 N GWICH092005 031037558 10/01/2005 09/01/2035 N GWICH092005 031037568 10/01/2005 09/01/2035 N GWICH092005 031037589 10/01/2005 09/01/2035 N GWICH092005 031037678 10/01/2005 09/01/2035 N GWICH092005 031037688 10/01/2005 09/01/2045 N GWICH092005 031037712 10/01/2005 09/01/2035 N GWICH092005 031037732 10/01/2005 09/01/2045 N GWICH092005 031037909 11/01/2005 10/01/2035 N GWICHDRY092005 041070182 10/01/2005 09/01/2035 N GWICH092005 041070681 10/01/2005 09/01/2035 N GWICH092305 041070693 10/01/2005 09/01/2035 N GWICH092305 041071095 11/01/2005 10/01/2035 N GWICHDRY092005 041071302 11/01/2005 10/01/2035 N GWICHDRY092005 041071374 10/01/2005 09/01/2035 N GWICH092005 041071410 11/01/2005 10/01/2035 N GWICH092305 041071416 10/01/2005 09/01/2035 N GWICH092005 041071448 11/01/2005 10/01/2035 N GWICH092305 041071483 10/01/2005 09/01/2035 N GWICH092005 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10/01/2035 N GWICH092305 051060435 10/01/2005 09/01/2035 N GWICH092305 051060453 11/01/2005 10/01/2035 N GWICHDRY092005 051060485 10/01/2005 09/01/2035 N GWICH092305 051060526 10/01/2005 09/01/2035 N GWICHDRY092005 051060542 10/01/2005 09/01/2035 N GWICH092005 051060551 10/01/2005 09/01/2035 N GWICH092305 051060578 10/01/2005 09/01/2035 N GWICH092305 051060602 10/01/2005 09/01/2035 N GWICH092305 051060630 10/01/2005 09/01/2035 N GWICHDRY092005 051060637 10/01/2005 09/01/2035 N GWICH092305 051060718 10/01/2005 09/01/2035 N GWICHDRY092005 051060750 11/01/2005 10/01/2035 N GWICH092005 051060758 11/01/2005 10/01/2035 N GWICH092305 061061581 10/01/2005 09/01/2035 N GWICH092305 061061819 10/01/2005 09/01/2035 N GWICH092305 061061977 11/01/2005 10/01/2035 N GWICH092005 061062034 10/01/2005 09/01/2035 N GWICH092305 061062092 11/01/2005 10/01/2035 N GWICH092305 061062101 11/01/2005 10/01/2035 N GWICH092005 061062129 11/01/2005 10/01/2035 N GWICH092305 061062197 11/01/2005 10/01/2035 N GWICH092005 071068153 11/01/2005 10/01/2035 N GWICHDRY092305 071068489 10/01/2005 09/01/2035 N GWICHDRY092205 071068540 11/01/2005 10/01/2035 N GWICHDRY092705 071068557 10/01/2005 09/01/2035 N GWICHDRY092105 071068618 11/01/2005 10/01/2035 N GWICHDRY092605 071068698 10/01/2005 09/01/2035 N GWICHDRY092005 071068709 10/01/2005 09/01/2035 N GWICHDRY092005 071068711 10/01/2005 09/01/2035 N GWICHDRY092005 071068773 10/01/2005 09/01/2035 N GWICHDRY092005 071068791 10/01/2005 09/01/2035 N GWICHDRY092605 071068887 10/01/2005 09/01/2035 N GWICHDRY092005 071069025 11/01/2005 10/01/2035 N GWICH092305 071069059 11/01/2005 10/01/2035 N GWICHDRY092305 071069061 11/01/2005 10/01/2035 N GWICHDRY092605 081057621 10/01/2005 09/01/2035 N GWICH092005 081057714 10/01/2005 09/01/2035 N GWICH092305 081058119 11/01/2005 10/01/2035 N GWICH092005 081058278 11/01/2005 10/01/2035 N GWICH092005 081058346 11/01/2005 10/01/2035 N GWICH092305 081058354 10/01/2005 09/01/2035 N GWICH092305 081058378 11/01/2005 10/01/2035 N GWICHDRY092005 081058380 10/01/2005 09/01/2035 N GWICH092005 081058421 10/01/2005 09/01/2035 N GWICH092005 081058553 10/01/2005 09/01/2035 N GWICHDRY092005 081058585 10/01/2005 09/01/2035 N GWICH092005 081058620 11/01/2005 10/01/2035 N GWICH092005 081058709 10/01/2005 09/01/2035 N GWICH092305 081058741 11/01/2005 10/01/2035 N GWICH092005 081058789 11/01/2005 10/01/2035 N GWICH092305 101049726 10/01/2005 09/01/2035 N GWICH092005 101049742 10/01/2005 09/01/2035 N GWICH092005 101049902 10/01/2005 09/01/2035 N GWICH092305 101050101 10/01/2005 09/01/2035 N GWICH092005 101050339 10/01/2005 09/01/2035 N GWICHDRY092305 101050369 10/01/2005 09/01/2035 N GWICH092305 101050488 10/01/2005 09/01/2035 N GWICH092305 101050489 10/01/2005 09/01/2035 N GWICH092305 101050491 10/01/2005 09/01/2020 N GWICH092005 101050556 10/01/2005 09/01/2035 N GWICH092005 101050573 10/01/2005 09/01/2035 N GWICHDRY092005 101050587 10/01/2005 09/01/2035 N GWICH092005 101050594 11/01/2005 10/01/2035 N GWICHDRY092005 101050609 10/01/2005 09/01/2035 N GWICHDRY092305 101050660 10/01/2005 09/01/2035 N GWICH092305 101050661 11/01/2005 10/01/2020 N GWICHDRY092005 101050705 10/01/2005 09/01/2035 N GWICH092305 101050817 10/01/2005 09/01/2035 N GWICH092005 101050829 11/01/2005 10/01/2025 N GWICH092305 101050857 10/01/2005 09/01/2035 N GWICHDRY092305 101050886 10/01/2005 09/01/2035 N GWICH092305 101050909 10/01/2005 09/01/2035 N GWICHDRY092005 101050918 10/01/2005 09/01/2035 N GWICH092005 101051005 10/01/2005 09/01/2035 N GWICH092005 101051016 11/01/2005 10/01/2035 N GWICH092305 101051073 11/01/2005 10/01/2035 N GWICH092305 111000291 10/01/2005 09/01/2035 N GWICH092005 111000435 10/01/2005 09/01/2035 N GWICH092005 111000469 10/01/2005 09/01/2035 N GWICHDRY092005 111000546 10/01/2005 09/01/2035 N GWICHDRY092005 111000549 10/01/2005 09/01/2035 N GWICH092005 111000567 11/01/2005 10/01/2035 N GWICHDRY092105 111000572 10/01/2005 09/01/2035 N GWICH092005 111000577 11/01/2005 10/01/2035 N GWICH092005 111000590 11/01/2005 10/01/2035 N GWICH092005 121041936 10/01/2005 09/01/2035 N GWICH092305 121042779 10/01/2005 09/01/2035 N GWICH092305 121042806 11/01/2005 10/01/2035 N GWICH092005 121042830 10/01/2005 09/01/2035 N GWICH092305 121042930 11/01/2005 10/01/2035 N GWICHDRY092205 121042959 11/01/2005 10/01/2035 N GWICH092005 121042986 11/01/2005 10/01/2035 N GWICH092005 121043016 11/01/2005 10/01/2035 N GWICH092005 121043050 10/01/2005 09/01/2035 N GWICHDRY092005 121043099 10/01/2005 09/01/2035 N GWICH092305 121043166 10/01/2005 09/01/2035 N GWICHDRY092005 121043184 10/01/2005 09/01/2035 N GWICH092305 121043192 11/01/2005 10/01/2035 N GWICH092305 121043197 10/01/2005 09/01/2035 N GWICH092305 121043229 11/01/2005 10/01/2035 N GWICHDRY092005 121043255 11/01/2005 10/01/2035 N GWICHDRY092005 121043267 11/01/2005 10/01/2035 N GWICH092005 121043292 10/01/2005 09/01/2035 N GWICH092305 121043331 11/01/2005 10/01/2035 N GWICH092005 121043333 10/01/2005 09/01/2035 N GWICH092305 121043349 11/01/2005 10/01/2035 N GWICH092005 121043364 10/01/2005 09/01/2035 N GWICH092305 121043402 11/01/2005 10/01/2035 N GWICH092305 121043408 10/01/2005 09/01/2035 N GWICH092305 121043410 10/01/2005 09/01/2035 N GWICH092305 121043429 11/01/2005 10/01/2035 N GWICH092005 121043451 11/01/2005 10/01/2035 N GWICH092005 121043504 11/01/2005 10/01/2035 N GWICH092305 121043510 11/01/2005 10/01/2035 N GWICHDRY092005 121043512 11/01/2005 10/01/2035 N GWICH092005 121043524 10/01/2005 09/01/2035 N GWICH092305 121043553 11/01/2005 10/01/2035 N GWICHDRY092205 121043602 11/01/2005 10/01/2035 N GWICH092305 131034252 11/01/2005 10/01/2035 N GWICH092005 131034719 10/01/2005 09/01/2035 N GWICH092305 131034834 11/01/2005 10/01/2035 N GWICH092005 131034864 10/01/2005 09/01/2035 N GWICH092305 131034965 10/01/2005 09/01/2035 N GWICH092305 131035084 11/01/2005 10/01/2035 N GWICH092305 131035090 11/01/2005 10/01/2035 N GWICH092305 131035159 10/01/2005 09/01/2035 N GWICH092305 131035200 10/01/2005 09/01/2035 N GWICH092305 131035204 10/01/2005 09/01/2035 N GWICH092305 131035320 10/01/2005 09/01/2035 N GWICH092305 131035386 10/01/2005 09/01/2035 N GWICH092305 131035416 10/01/2005 09/01/2035 N GWICH092305 131035439 11/01/2005 10/01/2035 N GWICH092305 131035446 11/01/2005 10/01/2035 N GWICHDRY092005 131035454 10/01/2005 09/01/2035 N GWICH092305 131035472 11/01/2005 10/01/2035 N GWICH092005 131035477 10/01/2005 09/01/2035 N GWICH092305 131035493 11/01/2005 10/01/2035 N GWICH092005 131035550 11/01/2005 10/01/2035 N GWICH092005 131035581 11/01/2005 10/01/2035 N GWICH092005 131035594 11/01/2005 10/01/2035 N GWICH092305 131035599 11/01/2005 10/01/2035 N GWICH092005 131035624 11/01/2005 10/01/2035 N GWICH092305 131035678 11/01/2005 10/01/2035 N GWICHDRY092005 141049129 10/01/2005 09/01/2035 N GWICH092005 141049918 11/01/2005 10/01/2035 N GWICH092005 141049988 11/01/2005 10/01/2035 N GWICHDRY092005 141050098 11/01/2005 10/01/2035 N GWICHDRY092005 141050099 11/01/2005 10/01/2035 N GWICH092305 141050210 11/01/2005 10/01/2035 N GWICH092005 141050254 11/01/2005 10/01/2035 N GWICH092305 141050283 11/01/2005 10/01/2035 N GWICH092005 141050339 11/01/2005 10/01/2035 N GWICHDRY092005 141050375 11/01/2005 10/01/2035 N GWICH092005 141050445 11/01/2005 10/01/2035 N GWICHDRY092005 141050485 10/01/2005 09/01/2035 N GWICH092005 141050505 10/01/2005 09/01/2035 N GWICH092305 141050557 11/01/2005 10/01/2035 N GWICH092005 141050612 11/01/2005 10/01/2035 N GWICH092005 141050666 10/01/2005 09/01/2035 N GWICH092005 141050680 11/01/2005 10/01/2035 N GWICH092005 141050740 10/01/2005 09/01/2035 N GWICH092305 141050756 10/01/2005 09/01/2035 N GWICH092005 141050931 11/01/2005 10/01/2035 N GWICHDRY092005 151029687 10/01/2005 09/01/2035 N GWICH092005 151029911 11/01/2005 10/01/2035 N GWICHDRY092005 151030073 10/01/2005 09/01/2035 N GWICH092305 151030098 11/01/2005 10/01/2035 N GWICH092305 151030106 10/01/2005 09/01/2035 N GWICH092305 151030256 11/01/2005 10/01/2035 N GWICH092305 151030278 11/01/2005 10/01/2035 N GWICH092305 151030288 10/01/2005 09/01/2035 N GWICH092305 151030290 11/01/2005 10/01/2035 N GWICH092305 151030317 10/01/2005 09/01/2035 N GWICH092305 151030349 11/01/2005 10/01/2020 N GWICH092005 151030375 11/01/2005 10/01/2035 N GWICH092005 151030413 11/01/2005 10/01/2035 N GWICH092005 161041586 10/01/2005 09/01/2035 N GWICHDRY092005 161042716 10/01/2005 09/01/2035 N GWICH092005 161044055 10/01/2005 09/01/2035 N GWICH092005 161044223 10/01/2005 09/01/2035 N GWICH092005 161044249 10/01/2005 09/01/2035 N GWICH092005 161044258 10/01/2005 09/01/2035 N GWICH092305 161044327 10/01/2005 09/01/2035 N GWICH092005 161044372 10/01/2005 09/01/2035 N GWICH092005 161044393 10/01/2005 09/01/2035 N GWICHDRY092005 161044422 10/01/2005 09/01/2035 N GWICH092305 161044438 10/01/2005 09/01/2035 N GWICH092305 161044450 10/01/2005 09/01/2035 N GWICH092005 161044475 11/01/2005 10/01/2035 N GWICH092305 161044487 10/01/2005 09/01/2035 N GWICH092305 161044508 10/01/2005 09/01/2035 N GWICH092005 161044555 10/01/2005 09/01/2035 N GWICH092305 161044599 10/01/2005 09/01/2035 N GWICH092005 161044624 10/01/2005 09/01/2035 N GWICH092005 161044647 10/01/2005 09/01/2035 N GWICH092005 161044708 10/01/2005 09/01/2035 N GWICH092305 161044733 10/01/2005 09/01/2035 N GWICH092005 161044787 10/01/2005 09/01/2035 N GWICH092305 161044797 10/01/2005 09/01/2035 N GWICH092005 161044798 10/01/2005 09/01/2035 N GWICH092005 161044901 10/01/2005 09/01/2035 N GWICH092005 161044912 10/01/2005 09/01/2035 N GWICH092005 161044917 11/01/2005 10/01/2035 N GWICHDRY092005 161044932 10/01/2005 09/01/2035 N GWICH092005 161044943 10/01/2005 09/01/2035 N GWICH092005 161044984 10/01/2005 09/01/2035 N GWICHDRY092005 161045018 10/01/2005 09/01/2035 N GWICHDRY092005 161045027 10/01/2005 09/01/2035 N GWICH092005 161045040 10/01/2005 09/01/2035 N GWICHDRY092005 161045067 11/01/2005 10/01/2035 N GWICHDRY092005 161045073 10/01/2005 09/01/2035 N GWICH092005 161045081 10/01/2005 09/01/2035 N GWICH092005 161045109 11/01/2005 10/01/2035 N GWICHDRY092005 161045134 10/01/2005 09/01/2035 N GWICH092305 161045137 11/01/2005 10/01/2035 N GWICH092005 161045138 11/01/2005 10/01/2035 N GWICH092005 161045225 10/01/2005 09/01/2035 N GWICHDRY092005 161045237 11/01/2005 10/01/2035 N GWICHDRY092005 161045253 11/01/2005 10/01/2035 N GWICHDRY092005 161045310 11/01/2005 10/01/2035 N GWICH092305 171026460 10/01/2005 09/01/2035 N GWICH092305 171027675 10/01/2005 09/01/2035 N GWICHDRY092705 171027843 10/01/2005 09/01/2035 N GWICH092305 171027878 11/01/2005 10/01/2035 N GWICHDRY092705 171027880 11/01/2005 10/01/2035 N GWICHDRY092005 171027947 10/01/2005 09/01/2035 N GWICH092005 171027956 10/01/2005 09/01/2035 N GWICH092305 171028031 10/01/2005 09/01/2035 N GWICHDRY092005 171028064 10/01/2005 09/01/2035 N GWICH092305 171028079 10/01/2005 09/01/2035 N GWICH092005 171028133 10/01/2005 09/01/2035 N GWICH092305 171028183 10/01/2005 09/01/2035 N GWICH092305 171028195 10/01/2005 09/01/2035 N GWICH092005 171028222 10/01/2005 09/01/2035 N GWICH092005 171028232 11/01/2005 10/01/2035 N GWICHDRY092605 171028241 10/01/2005 09/01/2035 N GWICH092005 171028253 10/01/2005 09/01/2035 N GWICH092005 171028358 10/01/2005 09/01/2035 N GWICH092005 191025748 10/01/2005 09/01/2035 N GWICH092305 191026138 10/01/2005 09/01/2035 N GWICH092305 191026284 10/01/2005 09/01/2035 N GWICH092305 191026285 11/01/2005 10/01/2035 N GWICH092305 191026317 10/01/2005 09/01/2035 N GWICHDRY092005 191026516 10/01/2005 09/01/2035 N GWICHDRY092005 191026680 11/01/2005 10/01/2035 N GWICHDRY092005 191026836 10/01/2005 09/01/2035 N GWICH092005 191026844 11/01/2005 10/01/2035 N GWICHDRY092805C 191026866 11/01/2005 10/01/2035 N GWICH092305 191027063 11/01/2005 10/01/2035 N GWICH092005 211031515 11/01/2005 10/01/2035 N GWICH092305 211031797 10/01/2005 09/01/2035 N GWICH092005 211032145 11/01/2005 10/01/2035 N GWICH092005 211032904 10/01/2005 09/01/2035 N GWICHDRY092005 211033277 10/01/2005 09/01/2035 N GWICH092305 211033459 10/01/2005 09/01/2035 N GWICHDRY092205 211033633 10/01/2005 09/01/2035 N GWICH092305 211033744 10/01/2005 09/01/2035 N GWICHDRY092005 211033851 11/01/2005 10/01/2035 N GWICHDRY092205 211033892 10/01/2005 09/01/2035 N GWICHDRY092005 211034029 10/01/2005 09/01/2035 N GWICH092005 211034167 10/01/2005 09/01/2035 N GWICH092005 211034175 11/01/2005 10/01/2035 N GWICHDRY092005 211034207 10/01/2005 09/01/2035 N GWICH092305 211034255 10/01/2005 09/01/2035 N GWICHDRY092005 211034269 10/01/2005 09/01/2035 N GWICH092005 211034393 11/01/2005 10/01/2035 N GWICH092005 211034470 11/01/2005 10/01/2035 N GWICH092305 211034505 11/01/2005 10/01/2035 N GWICH092005 211034529 10/01/2005 09/01/2035 N GWICH092305 211034536 11/01/2005 10/01/2035 N GWICH092005 211034581 10/01/2005 09/01/2035 N GWICH092005 211034585 11/01/2005 10/01/2035 N GWICH092305 211034607 11/01/2005 10/01/2035 N GWICH092305 211034628 11/01/2005 10/01/2035 N GWICH092305 211034742 10/01/2005 09/01/2035 N GWICH092005 211034797 10/01/2005 09/01/2035 N GWICH092305 211034806 10/01/2005 09/01/2035 N GWICH092305 211034815 10/01/2005 09/01/2035 N GWICH092305 211034837 10/01/2005 09/01/2035 N GWICHDRY092205 211034854 10/01/2005 09/01/2035 N GWICH092005 211034939 11/01/2005 10/01/2035 N GWICH092005 211034991 11/01/2005 10/01/2035 N GWICH092005 211035008 10/01/2005 09/01/2035 N GWICH092305 211035014 10/01/2005 09/01/2035 N GWICH092305 211035037 10/01/2005 09/01/2035 N GWICH092305 211035064 11/01/2005 10/01/2035 N GWICH092305 211035090 10/01/2005 09/01/2035 N GWICH092305 211035110 10/01/2005 09/01/2035 N GWICH092005 211035115 10/01/2005 09/01/2035 N GWICH092005 211035128 11/01/2005 10/01/2035 N GWICH092305 211035184 11/01/2005 10/01/2035 N GWICH092305 211035207 11/01/2005 10/01/2035 N GWICH092305 211035208 10/01/2005 09/01/2035 N GWICHDRY092005 211035217 10/01/2005 09/01/2035 N GWICH092305 211035228 10/01/2005 09/01/2035 N GWICH092005 211035241 11/01/2005 10/01/2035 N GWICHDRY092205 211035254 11/01/2005 10/01/2035 N GWICH092005 211035278 10/01/2005 09/01/2035 N GWICHDRY092005 211035286 10/01/2005 09/01/2035 N GWICHDRY092305 211035294 10/01/2005 09/01/2035 N GWICH092305 211035296 10/01/2005 09/01/2035 N GWICH092005 211035301 10/01/2005 09/01/2035 N GWICHDRY092205 211035328 10/01/2005 09/01/2035 N GWICH092305 211035329 10/01/2005 09/01/2035 N GWICHDRY092205 211035344 11/01/2005 10/01/2035 N GWICH092305 211035383 10/01/2005 09/01/2035 N GWICHDRY092605 211035465 10/01/2005 09/01/2035 N GWICHDRY092205 211035490 10/01/2005 09/01/2035 N GWICH092305 211035502 11/01/2005 10/01/2035 N GWICHDRY092205 211035503 10/01/2005 09/01/2035 N GWICH092305 211035516 10/01/2005 09/01/2035 N GWICH092305 211035559 10/01/2005 09/01/2035 N GWICH092305 211035595 10/01/2005 09/01/2035 N GWICH092305 211035596 10/01/2005 09/01/2035 N GWICH092305 211035624 09/17/2005 08/17/2035 N GWICH092005 211035635 11/01/2005 10/01/2035 N GWICHDRY092605 211035751 10/01/2005 09/01/2035 N GWICH092305 211035818 10/01/2005 09/01/2035 N GWICHDRY092205 211035823 11/01/2005 10/01/2035 N GWICH092305 211035928 11/01/2005 10/01/2035 N GWICHDRY092005 211035993 11/01/2005 10/01/2035 N GWICH092305 211036038 11/01/2005 10/01/2035 N GWICH092305 231068636 10/01/2005 09/01/2035 N gwichdry092605 231068791 11/01/2005 10/01/2035 N GWICH092305 231068972 11/01/2005 10/01/2035 N GWICH092005 231069425 10/01/2005 09/01/2035 N GWICHDRY092305 231069544 11/01/2005 10/01/2035 N GWICH092305 231069769 10/01/2005 09/01/2035 N GWICH092305 231070697 11/01/2005 10/01/2035 N GWICHDRY092005 231070782 11/01/2005 10/01/2035 N GWICH092005 231070872 11/01/2005 10/01/2035 N GWICH092305 231070875 11/01/2005 10/01/2035 N GWICH092005 231071079 11/01/2005 10/01/2035 N GWICH092005 231071610 11/01/2005 10/01/2035 N GWICH092005 231071662 11/01/2005 10/01/2035 N GWICH092005 231071699 10/01/2005 09/01/2035 N GWICHDRY092205 231071767 10/01/2005 09/01/2035 N GWICH092305 231071844 10/01/2005 09/01/2035 N GWICH092305 231071856 10/01/2005 09/01/2035 N GWICH092005 231071857 11/01/2005 10/01/2035 N GWICHDRY092205 231071943 11/01/2005 10/01/2035 N GWICHDRY092005 231072011 10/01/2005 09/01/2035 N GWICH092005 231072130 11/01/2005 10/01/2035 N GWICH092005 231072134 11/01/2005 10/01/2035 N GWICHDRY092005 231072145 10/01/2005 09/01/2035 N GWICH092305 231072180 11/01/2005 10/01/2035 N GWICH092305 231072211 11/01/2005 10/01/2035 N GWICH092005 231072213 11/01/2005 10/01/2035 N GWICH092305 231072317 10/01/2005 09/01/2035 N GWICH092005 231072408 11/01/2005 10/01/2035 N GWICHDRY092205 231072489 11/01/2005 10/01/2035 N GWICHDRY092305 231072562 10/01/2005 09/01/2035 N GWICH092005 231072664 11/01/2005 10/01/2035 N GWICH092305 231072728 11/01/2005 10/01/2035 N GWICH092305 231072747 10/01/2005 09/01/2035 N GWICH092305 231072787 10/01/2005 09/01/2035 N GWICH092305 231072797 10/01/2005 09/01/2035 N GWICHDRY092305 231072867 11/01/2005 10/01/2035 N GWICHDRY092005 231072976 11/01/2005 10/01/2035 N GWICH092005 231073004 11/01/2005 10/01/2035 N GWICHDRY092205 231073103 10/01/2005 09/01/2035 N GWICH092005 231073123 10/01/2005 09/01/2035 N GWICH092305 231073166 11/01/2005 10/01/2035 N GWICHDRY092205 231073181 10/01/2005 09/01/2035 N GWICH092305 231073182 10/01/2005 09/01/2035 N GWICH092305 231073211 11/01/2005 10/01/2035 N GWICHDRY092105 231073244 10/01/2005 09/01/2035 N GWICH092005 231073268 11/01/2005 10/01/2035 N GWICH092305 231073306 10/01/2005 09/01/2045 N GWICH092005 231073312 11/01/2005 10/01/2035 N GWICH092005 231073330 11/01/2005 10/01/2035 N GWICHDRY092105 231073332 11/01/2005 10/01/2035 N GWICHDRY092305 231073339 10/01/2005 09/01/2035 N GWICH092005 231073410 11/01/2005 10/01/2035 N GWICH092305 231073425 11/01/2005 10/01/2035 N GWICHDRY092205 231073462 11/01/2005 10/01/2035 N GWICH092005 231073523 11/01/2005 10/01/2035 N GWICH092005 231073545 11/01/2005 10/01/2035 N GWICHDRY092005 231073866 11/01/2005 10/01/2035 N GWICHDRY092205 251038163 10/01/2005 09/01/2045 N GWICH092005 251038297 11/01/2005 10/01/2035 N GWICHDRY092205 261052312 11/01/2005 10/01/2035 N GWICH092005 261052726 11/01/2005 10/01/2035 N GWICHDRY092005 261053726 11/01/2005 10/01/2035 N GWICHDRY092005 261053840 11/01/2005 10/01/2035 N GWICHDRY092005 261053841 10/01/2005 09/01/2035 N GWICH092005 261053899 10/01/2005 09/01/2035 N GWICH092005 261053933 10/01/2005 09/01/2035 N GWICH092005 261053945 10/01/2005 09/01/2035 N GWICHDRY092205 261053965 10/01/2005 09/01/2035 N GWICH092305 261054065 11/01/2005 10/01/2035 N GWICHDRY092005 261054131 10/01/2005 09/01/2035 N GWICH092005 261054134 10/01/2005 09/01/2035 N GWICH092305 261054241 10/01/2005 09/01/2035 N GWICH092005 261054248 11/01/2005 10/01/2020 N GWICH092005 261054517 11/01/2005 10/01/2035 N GWICHDRY092005 271023126 11/01/2005 10/01/2035 N GWICHDRY092005 271023975 10/01/2005 09/01/2035 N GWICH092005 271023979 10/01/2005 09/01/2035 N GWICHDRY092005 271024009 10/01/2005 09/01/2035 N GWICH092005 271024010 10/01/2005 09/01/2035 N GWICH092005 271024108 10/01/2005 09/01/2035 N GWICH092005 271024141 10/01/2005 09/01/2035 N GWICH092005 271024182 10/01/2005 09/01/2035 N GWICH092005 271024188 10/01/2005 09/01/2035 N GWICH092005 271024204 10/01/2005 09/01/2035 N GWICH092005 271024275 10/01/2005 09/01/2035 N GWICH092005 271024298 10/01/2005 09/01/2045 N GWICH092005 271024300 10/01/2005 09/01/2035 N GWICHDRY092005 271024319 10/01/2005 09/01/2035 N GWICH092005 271024345 10/01/2005 09/01/2035 N GWICH092005 271024352 10/01/2005 09/01/2035 N GWICH092005 271024367 10/01/2005 09/01/2035 N GWICHDRY092005 271024374 10/01/2005 09/01/2035 N GWICH092005 271024434 10/01/2005 09/01/2035 N GWICH092005 271024448 11/01/2005 10/01/2035 N GWICHDRY092005 271024450 10/01/2005 09/01/2035 N GWICH092305 271024464 10/01/2005 09/01/2045 N GWICH092005 271024569 11/01/2005 10/01/2035 N GWICHDRY092005 281016636 10/01/2005 09/01/2035 N GWICH092005 281017208 10/01/2005 09/01/2035 N GWICH092005 281017231 11/01/2005 10/01/2035 N GWICH092005 281017254 11/01/2005 10/01/2035 N GWICH092005 281017259 10/01/2005 09/01/2035 N GWICH092305 281017382 11/01/2005 10/01/2035 N GWICH092005 291001813 11/01/2005 10/01/2035 N GWICHDRY092005 291001890 10/01/2005 09/01/2035 N GWICHDRY092005 291001945 10/01/2005 09/01/2035 N GWICHDRY092005 291002025 11/01/2005 10/01/2035 N GWICHDRY092005 291002112 11/01/2005 10/01/2045 N GWICH092005 301001818 10/01/2005 09/01/2035 N GWICH092305 301002374 11/01/2005 10/01/2035 N GWICH092305 301002574 10/01/2005 09/01/2035 N GWICH092305 301002648 10/01/2005 09/01/2035 N GWICH092305 301002717 10/01/2005 09/01/2035 N GWICH092305 301002778 10/01/2005 09/01/2035 N GWICH092005 301002879 11/01/2005 10/01/2035 N GWICH092005 311028145 11/01/2005 10/01/2035 N GWICHDRY092005 311028173 11/01/2005 10/01/2035 N GWICH092005 311028291 11/01/2005 10/01/2035 N GWICHDRY092005 311028307 10/01/2005 09/01/2035 N GWICHDRY092005 311028333 11/01/2005 10/01/2035 N GWICH092005 311028340 10/01/2005 09/01/2035 N GWICH092305 311028361 11/01/2005 10/01/2035 N GWICH092005 311028377 10/01/2005 09/01/2045 N GWICH092005 311028449 10/01/2005 09/01/2035 N GWICHDRY092005 311028497 10/01/2005 09/01/2035 N GWICHDRY092005 311028509 10/01/2005 09/01/2035 N GWICH092005 311028527 10/01/2005 09/01/2035 N GWICH092305 311028559 11/01/2005 10/01/2035 N GWICHDRY092005 311028592 11/01/2005 10/01/2035 N GWICH092005 321028789 10/01/2005 09/01/2035 N GWICH092305 321028916 10/01/2005 09/01/2035 N GWICH092305 321028978 10/01/2005 09/01/2035 N GWICH092305 321029026 10/01/2005 09/01/2035 N GWICH092305 321029083 10/01/2005 09/01/2035 N GWICH092305 321029128 11/01/2005 10/01/2035 N GWICH092305 321029201 10/01/2005 09/01/2035 N GWICH092305 321029254 11/01/2005 10/01/2035 N GWICH092305 321029296 11/01/2005 10/01/2035 N GWICH092305 321029300 10/01/2005 09/01/2035 N GWICH092005 321029309 10/01/2005 09/01/2045 N GWICH092305 321029370 10/01/2005 09/01/2035 N GWICH092305 321029379 10/01/2005 09/01/2035 N GWICH092305 321029393 10/01/2005 09/01/2035 N GWICH092305 321029398 10/01/2005 09/01/2035 N GWICH092305 321029412 11/01/2005 10/01/2045 N GWICH092305 321029472 10/01/2005 09/01/2035 N GWICH092305 321029495 10/01/2005 09/01/2035 N GWICH092305 321029501 10/01/2005 09/01/2035 N GWICH092305 321029502 11/01/2005 10/01/2035 N GWICH092005 321029504 11/01/2005 10/01/2035 N GWICH092005 321029548 10/01/2005 09/01/2045 N GWICH092005 321029553 11/01/2005 10/01/2025 N GWICH092005 321029568 11/01/2005 10/01/2035 N GWICH092305 321029594 11/01/2005 10/01/2035 N GWICHDRY092005 321029595 10/01/2005 09/01/2035 N GWICH092305 321029602 11/01/2005 10/01/2035 N GWICH092305 321029619 11/01/2005 10/01/2035 N GWICH092305 321029656 11/01/2005 10/01/2035 N GWICH092305 321029695 11/01/2005 10/01/2035 N GWICHDRY092005 321029724 11/01/2005 10/01/2035 N GWICH092305 331037843 10/01/2005 09/01/2035 N GWICHDRY092305 331039224 10/01/2005 09/01/2035 N GWICH092305 331039369 10/01/2005 09/01/2035 N GWICH092005 331039447 10/01/2005 09/01/2035 N GWICH092005 331039451 10/01/2005 09/01/2035 N GWICHDRY092705 331039664 10/01/2005 09/01/2020 N GWICHDRY092205 331039724 10/01/2005 09/01/2035 N GWICHDRY092205 331039914 10/01/2005 09/01/2035 N GWICHDRY092005 331039959 11/01/2005 10/01/2035 N GWICHDRY092105 331040046 10/01/2005 09/01/2035 N GWICH092005 331040105 10/01/2005 09/01/2045 N GWICH092005 331040127 11/01/2005 10/01/2035 N GWICHDRY092005 331040178 11/01/2005 10/01/2035 N GWICHDRY092005 331040221 11/01/2005 10/01/2035 N GWICH092305 331040268 10/01/2005 09/01/2035 N GWICH092005 331040342 10/01/2005 09/01/2035 N GWICHDRY092205 331040347 11/01/2005 10/01/2035 N GWICHDRY092005 331040348 11/01/2005 10/01/2035 N GWICHDRY092005 331040442 10/01/2005 09/01/2035 N GWICH092005 331040492 11/01/2005 10/01/2035 N GWICHDRY092005 331040553 10/01/2005 09/01/2025 N GWICH092005 331040565 10/01/2005 09/01/2035 N GWICH092005 331040578 10/01/2005 09/01/2035 N GWICH092005 331040627 11/01/2005 10/01/2035 N GWICH092005 331040834 11/01/2005 10/01/2035 N GWICH092005 331040847 11/01/2005 10/01/2035 N GWICHDRY092005 331040850 10/01/2005 09/01/2035 N GWICH092005 331040853 10/01/2005 09/01/2035 N GWICH092005 331040951 10/01/2005 09/01/2035 N GWICHDRY092005 331040960 10/01/2005 09/01/2035 N GWICHDRY092005 341027280 10/01/2005 09/01/2035 N GWICH092305 341027299 10/01/2005 09/01/2035 N GWICH092305 341027345 10/01/2005 09/01/2035 N GWICH092005 341027357 11/01/2005 10/01/2035 N GWICH092305 341027444 10/01/2005 09/01/2045 N GWICH092305 341027473 10/01/2005 09/01/2035 N GWICH092305 341027509 10/01/2005 09/01/2035 N GWICH092305 341027517 10/01/2005 09/01/2035 N GWICH092005 341027589 11/01/2005 10/01/2035 N GWICH092305 341027599 11/01/2005 10/01/2035 N GWICH092305 341027633 11/01/2005 10/01/2035 N GWICH092005 341027656 11/01/2005 10/01/2035 N GWICH092005 341027662 10/01/2005 09/01/2035 N GWICH092005 341027666 10/01/2005 09/01/2035 N GWICH092305 341027674 10/01/2005 09/01/2035 N GWICH092305 341027711 10/01/2005 09/01/2035 N GWICH092305 341027759 11/01/2005 10/01/2035 N GWICH092305 341027762 11/01/2005 10/01/2035 N GWICH092305 341027811 11/01/2005 10/01/2035 N GWICH092305 351028591 10/01/2005 09/01/2035 N GWICH092005 351029243 10/01/2005 09/01/2035 N GWICH092305 351029364 10/01/2005 09/01/2035 N GWICHDRY092105 351029374 10/01/2005 09/01/2035 N GWICH092305 351029427 10/01/2005 09/01/2035 N GWICH092305 351029756 10/01/2005 09/01/2035 N GWICH092305 351029780 10/01/2005 09/01/2035 N GWICH092305 351029844 10/01/2005 09/01/2035 N GWICH092005 351029915 10/01/2005 09/01/2035 N GWICH092305 351029928 10/01/2005 09/01/2035 N GWICH092005 351029933 11/01/2005 10/01/2035 N GWICH092005 351030009 10/01/2005 09/01/2035 N GWICH092005 351030017 10/01/2005 09/01/2035 N GWICH092305 351030057 10/01/2005 09/01/2035 N GWICH092305 351030101 10/01/2005 09/01/2035 N GWICH092305 351030117 11/01/2005 10/01/2035 N GWICH092305 351030124 10/01/2005 09/01/2035 N GWICH092305 351030150 10/01/2005 09/01/2035 N GWICH092305 351030198 11/01/2005 10/01/2035 N GWICH092005 351030203 10/01/2005 09/01/2035 N GWICH092305 351030206 11/01/2005 10/01/2035 N GWICH092305 351030212 10/01/2005 09/01/2035 N GWICH092305 351030222 11/01/2005 10/01/2035 N GWICH092305 351030232 10/01/2005 09/01/2035 N GWICH092305 351030239 10/01/2005 09/01/2035 N GWICH092305 351030243 10/01/2005 09/01/2035 N GWICH092305 351030287 11/01/2005 10/01/2035 N GWICH092305 351030299 10/01/2005 09/01/2035 N GWICH092305 351030327 11/01/2005 10/01/2035 N GWICH092005 351030352 10/01/2005 09/01/2035 N GWICH092305 351030364 10/01/2005 09/01/2045 N GWICH092305 351030498 11/01/2005 10/01/2035 N GWICHDRY092105 351030571 10/01/2005 09/01/2035 N GWICH092305 351030572 11/01/2005 10/01/2035 N GWICH092005 361025842 11/01/2005 10/01/2035 N GWICH092005 361026788 11/01/2005 10/01/2035 N GWICH092005 361027028 11/01/2005 10/01/2035 N GWICH092005 361027032 11/01/2005 10/01/2035 N GWICH092005 361027244 10/01/2005 09/01/2035 N GWICH092305 361027336 11/01/2005 10/01/2035 N GWICH092005 361027356 11/01/2005 10/01/2035 N GWICH092305 361027363 11/01/2005 10/01/2035 N GWICH092005 361027379 11/01/2005 10/01/2035 N GWICH092005 361027388 11/01/2005 10/01/2035 N GWICH092005 361027428 11/01/2005 10/01/2035 N GWICH092005 361027484 11/01/2005 10/01/2035 N GWICH092005 361027494 10/01/2005 09/01/2035 N GWICH092005 361027534 11/01/2005 10/01/2035 N GWICH092305 361027587 11/01/2005 10/01/2035 N GWICH092305 371026544 11/01/2005 10/01/2035 N GWICH092305 371028183 10/01/2005 09/01/2035 N GWICH092305 371028184 10/01/2005 09/01/2035 N GWICH092305 371028257 11/01/2005 10/01/2035 N GWICH092005 371028330 11/01/2005 10/01/2035 N GWICH092005 371028521 10/01/2005 09/01/2035 N GWICH092005 371028560 11/01/2005 10/01/2035 N GWICH092305 371028586 11/01/2005 10/01/2035 N GWICH092005 371028679 10/01/2005 09/01/2035 N GWICH092005 371028744 10/01/2005 09/01/2035 N GWICH092305 371028765 10/01/2005 09/01/2035 N GWICHDRY092205 371028791 10/01/2005 09/01/2035 N GWICH092005 371028825 10/01/2005 09/01/2035 N GWICH092005 371028834 10/01/2005 09/01/2035 N GWICH092305 371028894 11/01/2005 10/01/2035 N GWICH092005 371028900 11/01/2005 10/01/2035 N GWICH092005 371028964 10/01/2005 09/01/2035 N GWICHDRY092005 371029022 11/01/2005 10/01/2035 N GWICH092305 371029023 10/01/2005 09/01/2035 N GWICH092305 371029033 10/01/2005 09/01/2035 N GWICHDRY092005 371029120 11/01/2005 10/01/2035 N GWICH092305 371029132 11/01/2005 10/01/2035 N GWICH092005 371029135 11/01/2005 10/01/2035 N GWICH092305 371029136 11/01/2005 10/01/2035 N GWICHDRY092005 371029138 10/01/2005 09/01/2035 N GWICH092305 371029145 10/01/2005 09/01/2035 N GWICH092305 371029179 11/01/2005 10/01/2035 N GWICH092305 371029200 11/01/2005 10/01/2035 N GWICH092005 371029241 10/01/2005 09/01/2035 N GWICH092005 371029244 11/01/2005 10/01/2035 N GWICH092005 371029295 11/01/2005 10/01/2035 N GWICHDRY092005 371029329 11/01/2005 10/01/2035 N GWICHDRY092005 371029346 11/01/2005 10/01/2035 N GWICHDRY092305 371029419 11/01/2005 10/01/2035 N GWICH092305 381023714 10/01/2005 09/01/2035 N GWICH092305 381023839 10/01/2005 09/01/2035 N GWICH092305 381023896 10/01/2005 09/01/2045 N GWICH092005 381023955 10/01/2005 09/01/2035 N GWICH092305 381023964 10/01/2005 09/01/2035 N GWICHDRY092005 381023976 11/01/2005 10/01/2035 N GWICH092305 381023986 11/01/2005 10/01/2035 N GWICH092305 381024062 10/01/2005 09/01/2035 N GWICH092305 381024079 10/01/2005 09/01/2035 N GWICH092305 381024111 11/01/2005 10/01/2035 N GWICH092005 381024181 10/01/2005 09/01/2035 N GWICH092305 381024188 11/01/2005 10/01/2045 N GWICH092005 381024216 10/01/2005 09/01/2035 N GWICH092005 381024228 10/01/2005 09/01/2035 N GWICH092005 381024259 10/01/2005 09/01/2035 N GWICH092305 381024277 11/01/2005 10/01/2035 N GWICHDRY092305 381024284 10/01/2005 09/01/2035 N GWICHDRY092105 381024305 10/01/2005 09/01/2035 N GWICH092005 381024323 11/01/2005 10/01/2045 N GWICHDRY092005 381024340 11/01/2005 10/01/2035 N GWICH092005 381024363 10/01/2005 09/01/2035 N GWICH092305 381024367 10/01/2005 09/01/2035 N GWICH092005 381024398 10/01/2005 09/01/2035 N GWICHDRY092005 381024403 11/01/2005 10/01/2035 N GWICHDRY092005 381024405 10/01/2005 09/01/2035 N GWICH092005 381024408 11/01/2005 10/01/2035 N GWICH092005 381024423 11/01/2005 10/01/2035 N GWICHDRY092105 381024436 10/01/2005 09/01/2035 N GWICH092005 381024484 10/01/2005 09/01/2035 N GWICH092005 381024506 10/01/2005 09/01/2035 N GWICH092305 381024544 10/01/2005 09/01/2035 N GWICH092005 381024551 10/01/2005 09/01/2035 N GWICH092005 381024590 11/01/2005 10/01/2035 N GWICHDRY092005 381024591 11/01/2005 10/01/2035 N GWICH092305 381024815 11/01/2005 10/01/2035 N GWICHDRY092105 391014625 11/01/2005 10/01/2035 N GWICH092005 391014775 11/01/2005 10/01/2035 N GWICH092305 391014812 11/01/2005 10/01/2035 N GWICHDRY092005 391014857 10/01/2005 09/01/2035 N GWICH092305 391014864 10/01/2005 09/01/2035 N GWICH092305 391014877 10/01/2005 09/01/2035 N GWICH092305 391015058 10/01/2005 09/01/2035 N GWICH092305 401003222 10/01/2005 09/01/2035 N GWICHDRY092105 401003468 10/01/2005 09/01/2035 N GWICHDRY092205 401003550 10/01/2005 09/01/2025 N GWICHDRY092105 401003569 10/01/2005 09/01/2035 N gwichdry092205 401003601 10/01/2005 09/01/2035 N GWICH092305 401003615 10/01/2005 09/01/2035 N GWICHDRY092305 401003622 10/01/2005 09/01/2035 N GWICHDRY092005 401003662 10/01/2005 09/01/2035 N GWICHDRY092105 401003675 10/01/2005 09/01/2035 N GWICHDRY092305 401003676 10/01/2005 09/01/2035 N GWICHDRY092005 401003768 10/01/2005 09/01/2035 N GWICH092005 401003776 10/01/2005 09/01/2035 N GWICHDRY092005 401003816 10/01/2005 09/01/2035 N GWICHDRY092105 401003838 10/01/2005 09/01/2035 N GWICH092005 401003884 11/01/2005 10/01/2035 N GWICHDRY092705 401003890 10/01/2005 09/01/2035 N GWICH092005 401003932 10/01/2005 09/01/2035 N GWICHDRY092005 401003960 10/01/2005 09/01/2035 N GWICHDRY092105 401003965 10/01/2005 09/01/2035 N GWICHDRY092005 401003968 10/01/2005 09/01/2035 N GWICHDRY092005 401003972 10/01/2005 09/01/2035 N GWICHDRY092105 401003976 10/01/2005 09/01/2035 N GWICHDRY092205 401003994 10/01/2005 09/01/2035 N GWICHDRY092005 401004022 10/01/2005 09/01/2035 N GWICHDRY092005 401004031 10/01/2005 09/01/2035 N GWICHDRY092105 401004032 10/01/2005 09/01/2035 N GWICHDRY092005 401004048 10/01/2005 09/01/2035 N GWICHDRY092205 401004061 10/01/2005 09/01/2035 N GWICHDRY092005 401004157 10/01/2005 09/01/2035 N GWICHDRY092105 401004216 10/01/2005 09/01/2035 N GWICHDRY092205 401004247 10/01/2005 09/01/2035 N GWICHDRY092105 401004291 11/01/2005 10/01/2035 N GWICHDRY092605 511037284 10/01/2005 09/01/2035 N GWICH092305 511037426 10/01/2005 09/01/2035 N GWICH092305 511037478 10/01/2005 09/01/2035 N GWICHDRY092005 511037713 10/01/2005 09/01/2035 N GWICHDRY092005 511037777 10/01/2005 09/01/2035 N GWICH092305 511037781 10/01/2005 09/01/2035 N GWICH092305 511037847 10/01/2005 09/01/2035 N GWICH092305 511037853 10/01/2005 09/01/2035 N GWICHDRY092005 511037914 10/01/2005 09/01/2045 N GWICH092005 511038005 10/01/2005 09/01/2035 N GWICH092005 521028196 11/01/2005 10/01/2035 N GWICH092305 521028810 10/01/2005 09/01/2035 N GWICH092305 521028934 10/01/2005 09/01/2035 N GWICH092305 521028967 10/01/2005 09/01/2035 N GWICH092305 521028979 11/01/2005 10/01/2035 N GWICH092305 521029042 10/01/2005 09/01/2035 N GWICH092305 521029090 11/01/2005 10/01/2035 N GWICHDRY092105 521029190 10/01/2005 09/01/2035 N GWICH092005 521029201 10/01/2005 09/01/2035 N GWICH092005 521029225 10/01/2005 09/01/2035 N GWICHDRY092105 521029237 11/01/2005 10/01/2035 N GWICH092305 521029278 11/01/2005 10/01/2035 N GWICH092305 521029293 11/01/2005 10/01/2035 N GWICH092305 521029308 10/01/2005 09/01/2045 N GWICH092305 521029331 11/01/2005 10/01/2035 N GWICH092305 521029374 10/01/2005 09/01/2035 N GWICH092305 521029413 11/01/2005 10/01/2035 N GWICH092005 521029512 11/01/2005 10/01/2035 N GWICH092305 521029536 11/01/2005 10/01/2035 N GWICH092305 521029573 10/01/2005 09/01/2035 N GWICH092305 521029693 11/01/2005 10/01/2035 N GWICH092005 521029737 11/01/2005 10/01/2035 N GWICH092305 521029766 11/01/2005 10/01/2035 N GWICH092305 521029776 11/01/2005 10/01/2035 N GWICH092305 551006399 11/01/2005 10/01/2035 N GWICHDRY092105 551006801 10/01/2005 09/01/2035 N GWICH092305 551007500 10/01/2005 09/01/2035 N GWICHDRY092005 551007573 10/01/2005 09/01/2035 N GWICH092305 551007577 11/01/2005 10/01/2035 N GWICHDRY092205 551007786 10/01/2005 09/01/2035 N GWICH092005 551008608 10/01/2005 09/01/2035 N GWICHDRY092005 551008641 10/01/2005 09/01/2045 N GWICH092305 551008671 10/01/2005 09/01/2045 N GWICH092305 551008681 10/01/2005 09/01/2035 N GWICH092305 551008729 10/01/2005 09/01/2035 N GWICH092305 551008735 10/01/2005 09/01/2035 N GWICH092305 551008766 10/01/2005 09/01/2035 N GWICH092005 551008782 10/01/2005 09/01/2035 N GWICH092305 551008825 10/01/2005 09/01/2035 N GWICHDRY092005 551008830 10/01/2005 09/01/2035 N GWICH092305 551008888 11/01/2005 10/01/2035 N GWICHDRY092305 551008891 10/01/2005 09/01/2035 N GWICH092305 551008987 11/01/2005 10/01/2035 N GWICHDRY092305 561003489 10/01/2005 09/01/2035 N GWICH092005 561003541 10/01/2005 09/01/2035 N GWICH092005 561003595 10/01/2005 09/01/2035 N GWICH092305 561003597 10/01/2005 09/01/2035 N GWICH092305 561003618 10/01/2005 09/01/2035 N GWICH092305 561003701 10/01/2005 09/01/2035 N GWICH092305 561003704 11/01/2005 10/01/2035 N GWICH092005 561003781 10/01/2005 09/01/2035 N GWICH092005 561003792 11/01/2005 10/01/2035 N GWICHDRY092005 561003800 11/01/2005 10/01/2035 N GWICH092305 581001933 10/01/2005 09/01/2035 N GWICH092305 581001991 10/01/2005 09/01/2035 N GWICH092305 581001995 10/01/2005 09/01/2035 N GWICH092305 581002192 10/01/2005 09/01/2035 N GWICH092305 581002208 10/01/2005 09/01/2035 N GWICH092305 581002237 10/01/2005 09/01/2035 N GWICH092305 581002372 11/01/2005 10/01/2035 N GWICHDRY092005 591000434 11/01/2005 10/01/2035 N GWICH092005 591000626 10/01/2005 09/01/2035 N GWICH092305 591000657 11/01/2005 10/01/2035 N GWICH092305 591000668 10/01/2005 09/01/2035 N GWICH092005 611018095 10/01/2005 09/01/2035 N GWICHDRY092005 611018190 10/01/2005 09/01/2035 N GWICHDRY092005 611018464 10/01/2005 09/01/2025 N GWICH092005 611018668 11/01/2005 10/01/2035 N GWICHDRY092105 611018671 11/01/2005 10/01/2035 N GWICH092005 611018907 11/01/2005 10/01/2035 N GWICH092005 611019026 11/01/2005 10/01/2035 N GWICH092005 611019119 11/01/2005 10/01/2035 N GWICH092005 621008541 11/01/2005 10/01/2035 N GWICH092005 621009125 07/01/2005 06/01/2035 N GWICH092305 621010138 10/01/2005 09/01/2045 N GWICH092005 621010588 11/01/2005 10/01/2035 N GWICHDRY092805C 621010730 10/01/2005 09/01/2035 N GWICH092005 621010748 10/01/2005 09/01/2035 N GWICH092005 621010792 10/01/2005 09/01/2035 N GWICH092305 621010809 10/01/2005 09/01/2035 N GWICHDRY092105 621010896 11/01/2005 10/01/2035 N GWICH092005 621010968 10/01/2005 09/01/2035 N GWICH092005 621010981 11/01/2005 10/01/2035 N GWICHDRY092205 621011208 10/01/2005 09/01/2035 N GWICHDRY092005 621011223 11/01/2005 10/01/2035 N GWICH092005 621011283 10/01/2005 09/01/2035 N GWICH092305 621011302 11/01/2005 10/01/2035 N GWICHDRY092005 621011338 10/01/2005 09/01/2045 N GWICH092005 621011349 10/01/2005 09/01/2035 N GWICH092005 621011405 11/01/2005 10/01/2020 N GWICHDRY092105 621011481 11/01/2005 10/01/2035 N GWICH092005 621011494 11/01/2005 10/01/2035 N GWICH092005 621011513 10/01/2005 09/01/2035 N GWICHDRY092105 621011520 10/01/2005 09/01/2035 N GWICH092005 621011526 11/01/2005 10/01/2035 N GWICHDRY092005 621011550 10/01/2005 09/01/2035 N GWICHDRY092105 621011562 11/01/2005 10/01/2035 N GWICHDRY092005 621011587 11/01/2005 10/01/2035 N GWICHDRY092005 621011629 10/01/2005 09/01/2035 N GWICH092305 621011690 11/01/2005 10/01/2035 N GWICH092005 621011722 11/01/2005 10/01/2035 N GWICH092005 621011831 11/01/2005 10/01/2035 N GWICHDRY092905 621011906 11/01/2005 10/01/2035 N GWICHDRY092905 621011978 11/01/2005 10/01/2035 N GWICH092305 631009201 10/01/2005 09/01/2035 N GWICHDRY092005 631009246 10/01/2005 09/01/2035 N GWICHDRY100405 631009306 10/01/2005 09/01/2035 N GWICH092005 631009401 10/01/2005 09/01/2035 N GWICH092005 631009452 10/01/2005 09/01/2035 N GWICH092005 631009532 10/01/2005 09/01/2035 N GWICH092005 631009581 10/01/2005 09/01/2035 N GWICHDRY092005 631009692 10/01/2005 09/01/2035 N GWICH092005 631009709 10/01/2005 09/01/2035 N GWICH092005 631009780 10/01/2005 09/01/2035 N GWICH092305 641008520 10/01/2005 09/01/2035 N GWICH092305 641011218 10/01/2005 09/01/2035 N GWICH092305 641011423 10/01/2005 09/01/2035 N GWICHDRY092005 641011522 10/01/2005 09/01/2035 N GWICH092005 641011637 10/01/2005 09/01/2035 N GWICHDRY092005 641011752 10/01/2005 09/01/2035 N GWICH092305 641011943 10/01/2005 09/01/2035 N GWICHDRY092005 641011983 10/01/2005 09/01/2035 N GWICH092005 641012067 10/01/2005 09/01/2035 N GWICH092305 641012075 10/01/2005 09/01/2035 N GWICHDRY092005 641012086 10/01/2005 09/01/2035 N GWICH092305 641012147 10/01/2005 09/01/2035 N GWICH092305 641012179 10/01/2005 09/01/2035 N GWICH092305 641012199 10/01/2005 09/01/2035 N GWICH092305 641012286 11/01/2005 10/01/2035 N GWICH092305 641012304 10/01/2005 09/01/2035 N GWICHDRY092005 641012358 10/01/2005 09/01/2035 N GWICH092305 641012367 11/01/2005 10/01/2035 N GWICH092305 641012389 10/01/2005 09/01/2035 N GWICH092305 641012503 11/01/2005 10/01/2035 N GWICH092305 641012506 11/01/2005 10/01/2035 N GWICH092305 641012540 10/01/2005 09/01/2035 N GWICH092305 641012543 10/01/2005 09/01/2035 N GWICH092305 641012567 10/01/2005 09/01/2035 N GWICH092305 641012588 10/01/2005 09/01/2035 N GWICH092305 641012592 10/01/2005 09/01/2035 N GWICH092305 641012597 11/01/2005 10/01/2035 N GWICH092305 641012620 10/01/2005 09/01/2035 N GWICH092305 641012711 11/01/2005 10/01/2035 N GWICH092305 641012737 11/01/2005 10/01/2035 N GWICH092305 641012744 11/01/2005 10/01/2035 N GWICH092305 651011358 10/01/2005 09/01/2035 N GWICH092005 651012330 10/01/2005 09/01/2035 N GWICHDRY092005 651012377 10/01/2005 09/01/2035 N GWICHDRY092005 651012419 10/01/2005 09/01/2035 N GWICH100505 651012816 10/01/2005 09/01/2035 N GWICHDRY092005 651012821 10/01/2005 09/01/2035 N GWICHDRY092005 651012871 11/01/2005 10/01/2035 N GWICHDRY092005 661009271 10/01/2005 09/01/2045 N GWICHDRY092005 661009702 10/01/2005 09/01/2035 N GWICH092005 661009770 10/01/2005 09/01/2035 N GWICHDRY092005 661009781 10/01/2005 09/01/2035 N GWICH092005 661009815 10/01/2005 09/01/2035 N GWICHDRY092605 661009832 10/01/2005 09/01/2035 N GWICHDRY092205 661009935 10/01/2005 09/01/2035 N GWICH092005 661009982 10/01/2005 09/01/2035 N GWICHDRY092605 661010080 10/01/2005 09/01/2035 N GWICHDRY092705 661010094 10/01/2005 09/01/2035 N GWICH092005 661010097 10/01/2005 09/01/2035 N GWICHDRY092005 661010135 10/01/2005 09/01/2035 N GWICHDRY092905 661010262 10/01/2005 09/01/2035 N BOFADRY091605 661010279 10/01/2005 09/01/2035 N GWICH092005 661010299 10/01/2005 09/01/2035 N GWICHDRY092005 661010313 10/01/2005 09/01/2035 N GWICHDRY092005 661010381 10/01/2005 09/01/2035 N GWICHDRY092005 671006203 10/01/2005 09/01/2035 N GWICH092305 671006729 10/01/2005 09/01/2035 N GWICHDRY092005 671006887 10/01/2005 09/01/2035 N GWICH092305 671006922 10/01/2005 09/01/2035 N GWICH092005 671006960 10/01/2005 09/01/2045 N GWICH092005 671007078 11/01/2005 10/01/2035 N GWICHDRY092005 671007221 11/01/2005 10/01/2035 N GWICHDRY092005 671007390 10/01/2005 09/01/2035 N GWICHDRY092005 681007894 11/01/2005 10/01/2035 N GWICH092005 681008001 11/01/2005 10/01/2035 N GWICH092005 681008203 10/01/2005 09/01/2035 N GWICH092305 681008263 10/01/2005 09/01/2035 N GWICH092305 681008268 11/01/2005 10/01/2035 N GWICH092005 681008306 10/01/2005 09/01/2035 N GWICH092005 681008381 10/01/2005 09/01/2035 N GWICHDRY092105 681008391 11/01/2005 10/01/2035 N GWICH092005 681008397 10/01/2005 09/01/2035 N GWICH092305 681008409 10/01/2005 09/01/2035 N GWICH092305 681008444 10/01/2005 09/01/2035 N GWICH092005 681008459 10/01/2005 09/01/2035 N GWICH092305 681008477 11/01/2005 10/01/2035 N GWICH092005 681008505 10/01/2005 09/01/2035 N GWICH092305 681008541 10/01/2005 09/01/2035 N GWICH092305 681008591 10/01/2005 09/01/2035 N GWICH092305 681008617 11/01/2005 10/01/2035 N GWICHDRY092005 681008661 10/01/2005 09/01/2035 N GWICH092005 681008688 10/01/2005 09/01/2035 N GWICH092005 681008718 10/01/2005 09/01/2035 N GWICH092305 681008758 11/01/2005 10/01/2035 N GWICH092005 681008831 11/01/2005 10/01/2035 N GWICHDRY092005 681008872 11/01/2005 10/01/2035 N GWICH092305 681008934 11/01/2005 10/01/2035 N GWICH092005 691005203 10/01/2005 09/01/2035 N GWICH092005 691005327 10/01/2005 09/01/2035 N GWICHDRY092005 691005365 11/01/2005 10/01/2035 N GWICHDRY092205 691005441 11/01/2005 10/01/2035 N GWICH092005 691005475 10/01/2005 09/01/2035 N GWICH092005 691005483 10/01/2005 09/01/2035 N GWICH092305 691005507 11/01/2005 10/01/2035 N GWICH092005 701001802 10/01/2005 09/01/2035 N GWICH092005 711008094 10/01/2005 09/01/2035 N GWICHDRY092305 711008115 10/01/2005 09/01/2035 N GWICH092005 711008234 10/01/2005 09/01/2035 N GWICHDRY092005 711008254 11/01/2005 10/01/2035 N GWICHDRY092805C 711008320 10/01/2005 09/01/2035 N GWICHDRY092105 711008323 10/01/2005 09/01/2035 N GWICH092005 711008325 10/01/2005 09/01/2035 N GWICHDRY092305 711008345 10/01/2005 09/01/2035 N GWICHDRY092005 711008405 10/01/2005 09/01/2035 N GWICHDRY092105 711008406 11/01/2005 10/01/2035 N GWICHDRY092305 711008418 10/01/2005 09/01/2035 N GWICH092305 711008435 10/01/2005 09/01/2035 N GWICHDRY092305 721008349 10/01/2005 09/01/2035 N GWICH092305 721008437 10/01/2005 09/01/2035 N GWICH092305 721008446 10/01/2005 09/01/2035 N GWICH092305 721008485 10/01/2005 09/01/2045 N GWICH092305 731011417 11/01/2005 10/01/2035 N GWICH092005 731012168 11/01/2005 10/01/2035 N GWICH092005 731012358 11/01/2005 10/01/2035 N GWICH092005 731012417 10/01/2005 09/01/2045 N GWICH092005 731012425 10/01/2005 09/01/2045 N GWICH092005 731012643 11/01/2005 10/01/2035 N GWICH092305 731012843 11/01/2005 10/01/2035 N GWICH092305 741012273 11/01/2005 10/01/2035 N GWICH092005 741012451 10/01/2005 09/01/2035 N GWICH092005 741012737 10/01/2005 09/01/2035 N GWICH092305 741013139 10/01/2005 09/01/2035 N GWICH092005 741013212 10/01/2005 09/01/2020 N GWICH092005 741013246 10/01/2005 09/01/2035 N GWICH092005 741013269 10/01/2005 09/01/2035 N GWICH092305 741013302 10/01/2005 09/01/2035 N GWICH092305 741013356 11/01/2005 10/01/2035 N GWICH092305 741013360 10/01/2005 09/01/2035 N GWICHDRY092005 741013493 10/01/2005 09/01/2035 N GWICH092005 741013566 11/01/2005 10/01/2020 N GWICHDRY092005 761012744 11/01/2005 10/01/2035 N GWICH092305 761012991 10/01/2005 09/01/2035 N GWICH092305 761013160 10/01/2005 09/01/2035 N GWICH092005 761013203 10/01/2005 09/01/2035 N GWICH092005 761013301 10/01/2005 09/01/2035 N GWICH092305 761013394 10/01/2005 09/01/2035 N GWICH092005 761013473 11/01/2005 10/01/2035 N GWICH092005 761013491 10/01/2005 09/01/2045 N GWICH092305 761013523 11/01/2005 10/01/2035 N GWICH092305 761013596 11/01/2005 10/01/2035 N GWICHDRY092005 761013600 11/01/2005 10/01/2035 N GWICH092305 761013656 10/01/2005 09/01/2035 N GWICH092005 771006720 11/01/2005 10/01/2035 N GWICH092005 771006880 11/01/2005 10/01/2035 N GWICH092005 771006894 10/01/2005 09/01/2035 N GWICH092005 771007026 10/01/2005 09/01/2020 N GWICH092005 771007055 11/01/2005 10/01/2035 N GWICH092005 781004792 11/01/2005 10/01/2035 N GWICH092005 781004843 10/01/2005 09/01/2045 N GWICH092005 781004951 11/01/2005 10/01/2035 N GWICH092305 791004234 11/01/2005 10/01/2035 N GWICH092305 791004291 11/01/2005 10/01/2035 N GWICH092005 791004355 11/01/2005 10/01/2035 N GWICH092305 791004446 11/01/2005 10/01/2035 N GWICH092005 791004495 11/01/2005 10/01/2020 N GWICHDRY092005 791004505 11/01/2005 10/01/2035 N GWICH092305 841008100 10/01/2005 09/01/2035 N GWICHDRY092005 841008490 11/01/2005 10/01/2035 N GWICH092005 841008651 11/01/2005 10/01/2035 N GWICH092305 841008718 10/01/2005 09/01/2035 N GWICH092005 841008770 11/01/2005 10/01/2035 N GWICH092305 841008832 11/01/2005 10/01/2035 N GWICH092305 841008908 11/01/2005 10/01/2045 N GWICHDRY092005 841008966 11/01/2005 10/01/2035 N GWICH092305 841008989 11/01/2005 10/01/2035 N GWICHDRY092005 841009000 11/01/2005 10/01/2035 N GWICH092305 841009021 11/01/2005 10/01/2035 N GWICH092305 851002017 10/01/2005 09/01/2035 N GWICH092305 851002184 11/01/2005 10/01/2035 N GWICH092005 871002111 11/01/2005 10/01/2035 N GWICH092305 871002115 10/01/2005 09/01/2035 N GWICHDRY092005 871002258 11/01/2005 10/01/2035 N GWICH092305 871002353 10/01/2005 09/01/2035 N GWICHDRY092005 871002516 10/01/2005 09/01/2035 N GWICHDRY092005 011077005 10/01/2005 09/01/2035 N WH100605 011077149 10/01/2005 09/01/2035 N LEHM102105DROP 011077490 10/01/2005 09/01/2035 N 102805 011077628 10/01/2005 09/01/2035 N 102805 011077699 10/01/2005 09/01/2035 Y WH093005 011077766 10/01/2005 09/01/2035 N LEHM102105DROP 011077767 11/01/2005 10/01/2035 N LEHM102105DROP 011077828 10/01/2005 09/01/2035 N 102805 011077830 10/01/2005 09/01/2035 N 102805 011077839 10/01/2005 09/01/2035 N WH101205 011077853 10/01/2005 09/01/2035 N 102805 011077890 10/01/2005 09/01/2035 N 102805 011077895 10/01/2005 09/01/2035 N BKONE102105DROP 011077908 10/01/2005 09/01/2035 N WH100405 011078104 10/01/2005 09/01/2035 N WH100705 011078119 10/01/2005 09/01/2035 N 102805 011078134 10/01/2005 09/01/2035 N 102805 011078153 10/01/2005 09/01/2035 N BKONE102105DROP 011078186 10/01/2005 09/01/2035 N WH100405 011078254 11/01/2005 10/01/2035 N BKONE102105DROP 011078264 10/01/2005 09/01/2035 N WH101005 011078284 11/01/2005 10/01/2035 N 102805 021067400 10/01/2005 09/01/2035 Y WH102605 031037995 11/01/2005 10/01/2035 N BKONE102105DROP 061060724 09/01/2005 08/01/2035 N repurch101105 121040976 07/01/2005 06/01/2035 N repurch101105 191026941 11/01/2005 10/01/2035 N BKONE102105DROP 261053643 10/01/2005 09/01/2035 N WH110205 291002103 11/01/2005 10/01/2035 N WH102705 331040001 10/01/2005 09/01/2045 N repurch093005 331040195 11/01/2005 10/01/2035 N WH102605 331040446 10/01/2005 09/01/2035 N WH102605 351029557 10/01/2005 09/01/2035 N 100605 511037686 11/01/2005 10/01/2035 N BKONE102105DROP 511038199 10/01/2005 09/01/2035 N BKONE102105DROP 511038395 10/01/2005 09/01/2035 N WH102505 511038455 10/01/2005 09/01/2035 N WH102505 511038488 10/01/2005 09/01/2035 Y WH101105 511038701 10/01/2005 09/01/2020 N WH102505 511038706 10/01/2005 09/01/2035 N BKONE102105DROP 511038713 10/01/2005 09/01/2035 N LEHM102105DROP 631009552 10/01/2005 09/01/2035 N WH100605 641008224 05/01/2005 04/01/2035 N repurch101105 641009153 07/01/2005 06/01/2035 Y repurch101105 651012520 10/01/2005 09/01/2035 N WH093005 651012531 10/01/2005 09/01/2035 N BKONE102105DROP 651012670 10/01/2005 09/01/2035 N WH101305 651012749 10/01/2005 09/01/2035 N BKONE102105DROP 651012770 10/01/2005 09/01/2035 N WH101305 651012846 10/01/2005 09/01/2035 N BKONE102105DROP 651013019 10/01/2005 09/01/2035 N WH093005 651013022 11/01/2005 10/01/2035 N WH101905 651013042 10/01/2005 09/01/2035 Y WH101705 661007219 07/01/2005 06/01/2035 N REPURCH081005 661009796 10/01/2005 09/01/2035 N WH100305 731011209 08/01/2005 07/01/2035 Y REPURCH081005 Collateral ID Trust Number Exist Status Code Active Current Balance ------------------------------------------------------------------------------------------------------------------------------------ 011077431 OOMC2005-5 On Hand A 684000 011077448 OOMC2005-5 On Hand A 405000 011077514 OOMC2005-5 On Hand A 183750 011077515 OOMC2005-5 On Hand A 480000 011077533 OOMC2005-5 On Hand A 696000 011077618 OOMC2005-5 On Hand A 159000 011077683 OOMC2005-5 On Hand A 333000 011077746 OOMC2005-5 On Hand A 180000 011077793 OOMC2005-5 On Hand A 280000 011078038 OOMC2005-5 On Hand A 360000 021065030 OOMC2005-5 On Hand A 120000 021065273 OOMC2005-5 On Hand A 165000 021065505 OOMC2005-5 On Hand A 220000 021066901 OOMC2005-5 On Hand A 256000 021066937 OOMC2005-5 On Hand A 561000 021067006 OOMC2005-5 On Hand A 161000 021067106 OOMC2005-5 On Hand A 96000 021067160 OOMC2005-5 On Hand A 370500 021067291 OOMC2005-5 On Hand A 279600 021067353 OOMC2005-5 On Hand A 380000.00 021067461 OOMC2005-5 On Hand A 52000 021067480 OOMC2005-5 On Hand A 249600 021067536 OOMC2005-5 On Hand A 308000 021067550 OOMC2005-5 On Hand A 194000 021067602 OOMC2005-5 On Hand A 300000 021067616 OOMC2005-5 On Hand A 292000 021067619 OOMC2005-5 On Hand A 306000 021067642 OOMC2005-5 On Hand A 266500 021067762 OOMC2005-5 On Hand A 433,500.00 021067786 OOMC2005-5 On Hand A 369000 021067836 OOMC2005-5 On Hand A 497250 021067887 OOMC2005-5 On Hand A 247500 021067992 OOMC2005-5 On Hand A 558000.00 021068040 OOMC2005-5 On Hand A 586000.00 031036743 OOMC2005-5 On Hand A 304000 031036775 OOMC2005-5 On Hand A 325000 031036946 OOMC2005-5 On Hand A 408900 031037038 OOMC2005-5 On Hand A 470000 031037121 OOMC2005-5 On Hand A 210000.00 031037124 OOMC2005-5 On Hand A 200000 031037177 OOMC2005-5 On Hand A 427500 031037219 OOMC2005-5 On Hand A 168750 031037274 OOMC2005-5 On Hand A 215000 031037286 OOMC2005-5 On Hand A 391500 031037290 OOMC2005-5 On Hand A 50000 031037324 OOMC2005-5 On Hand A 219,750.00 031037344 OOMC2005-5 On Hand A 200000 031037373 OOMC2005-5 On Hand A 592250 031037398 OOMC2005-5 On Hand A 742500 031037454 OOMC2005-5 On Hand A 300000 031037506 OOMC2005-5 On Hand A 300000 031037586 OOMC2005-5 On Hand A 432000 031037603 OOMC2005-5 On Hand A 114951.77 031037627 OOMC2005-5 On Hand A 354350 031037658 OOMC2005-5 On Hand A 369000 031037760 OOMC2005-5 On Hand A 360000 031037802 OOMC2005-5 On Hand A 450000 041067759 OOMC2005-5 On Hand A 55000 041069493 OOMC2005-5 On Hand A 105200 041069916 OOMC2005-5 On Hand A 109250 041069951 OOMC2005-5 On Hand A 56000.00 041070436 OOMC2005-5 On Hand A 312000 041070692 OOMC2005-5 On Hand A 60900 041071023 OOMC2005-5 On Hand A 81000 041071072 OOMC2005-5 On Hand A 52250.00 041071163 OOMC2005-5 On Hand A 185200.00 041071172 OOMC2005-5 On Hand A 181450 041071288 OOMC2005-5 On Hand A 120000 041071312 OOMC2005-5 On Hand A 175000 041071314 OOMC2005-5 On Hand A 145800 041071353 OOMC2005-5 On Hand A 201000 041071362 OOMC2005-5 On Hand A 118750.00 041071376 OOMC2005-5 On Hand A 180000 041071383 OOMC2005-5 On Hand A 142500 041071401 OOMC2005-5 On Hand A 103500 041071404 OOMC2005-5 On Hand A 109000 041071420 OOMC2005-5 On Hand A 148000 041071442 OOMC2005-5 On Hand A 69300 041071461 OOMC2005-5 On Hand A 203000.00 041071470 OOMC2005-5 On Hand A 117800 041071482 OOMC2005-5 On Hand A 299250 041071522 OOMC2005-5 On Hand A 151500 041071524 OOMC2005-5 On Hand A 160200.00 041071555 OOMC2005-5 On Hand A 108500 041071567 OOMC2005-5 On Hand A 171000 041071568 OOMC2005-5 On Hand A 120900 041071607 OOMC2005-5 On Hand A 187200 041071662 OOMC2005-5 On Hand A 280000 041071679 OOMC2005-5 On Hand A 301150 041071730 OOMC2005-5 On Hand A 145600 041071740 OOMC2005-5 On Hand A 118750 041071805 OOMC2005-5 On Hand A 134100.00 041071836 OOMC2005-5 On Hand A 321750.00 041071859 OOMC2005-5 On Hand A 144400 041071865 OOMC2005-5 On Hand A 76,000.00 041071867 OOMC2005-5 On Hand A 77900.00 041071881 OOMC2005-5 On Hand A 342000.00 041071899 OOMC2005-5 On Hand A 137700.00 041071922 OOMC2005-5 On Hand A 135000 041072284 OOMC2005-5 On Hand A 78850 051058792 OOMC2005-5 On Hand A 74000 051059793 OOMC2005-5 On Hand A 85,600.00 051060093 OOMC2005-5 On Hand A 115200 051060123 OOMC2005-5 On Hand A 99000.00 051060264 OOMC2005-5 On Hand A 250000 051060289 OOMC2005-5 On Hand A 147250.00 051060294 OOMC2005-5 On Hand A 121910.4 051060325 OOMC2005-5 On Hand A 103,500.00 051060381 OOMC2005-5 On Hand A 125001 051060425 OOMC2005-5 On Hand A 81,000.00 051060546 OOMC2005-5 On Hand A 121500 051060548 OOMC2005-5 On Hand A 121500.00 051060569 OOMC2005-5 On Hand A 137700.00 051060574 OOMC2005-5 On Hand A 144000.00 051060664 OOMC2005-5 On Hand A 132300.00 051060685 OOMC2005-5 On Hand A 90000.00 061059685 OOMC2005-5 On Hand A 127500 061060873 OOMC2005-5 On Hand A 126900 061060985 OOMC2005-5 On Hand A 104500 061061092 OOMC2005-5 On Hand A 132300.00 061061384 OOMC2005-5 On Hand A 135000 061061392 OOMC2005-5 On Hand A 95000 061061393 OOMC2005-5 On Hand A 109250 061061456 OOMC2005-5 On Hand A 75050 061061470 OOMC2005-5 On Hand A 56700.00 061061573 OOMC2005-5 On Hand A 71250.00 061061610 OOMC2005-5 On Hand A 171000 061061632 OOMC2005-5 On Hand A 151312.5 061061714 OOMC2005-5 On Hand A 80100.00 061061764 OOMC2005-5 On Hand A 188000.00 061061838 OOMC2005-5 On Hand A 65450.00 061061857 OOMC2005-5 On Hand A 113000 061061881 OOMC2005-5 On Hand A 117900.00 061061901 OOMC2005-5 On Hand A 128250.00 061061915 OOMC2005-5 On Hand A 62910 061061925 OOMC2005-5 On Hand A 224675 061061966 OOMC2005-5 On Hand A 55250 061061971 OOMC2005-5 On Hand A 166500.00 061061972 OOMC2005-5 On Hand A 50100 061061988 OOMC2005-5 On Hand A 88200 061062047 OOMC2005-5 On Hand A 67450 061062102 OOMC2005-5 On Hand A 147100.00 061062110 OOMC2005-5 On Hand A 88000 061062225 OOMC2005-5 On Hand A 69826 071068568 OOMC2005-5 On Hand A 196200.00 071068585 OOMC2005-5 On Hand A 150950.00 071068640 OOMC2005-5 On Hand A 162000.00 071068644 OOMC2005-5 On Hand A 717250 071068764 OOMC2005-5 On Hand A 1075000 071068792 OOMC2005-5 On Hand A 182000 071068818 OOMC2005-5 On Hand A 360000 071068829 OOMC2005-5 On Hand A 136000 071068999 OOMC2005-5 On Hand A 154850 071069050 OOMC2005-5 On Hand A 166250.00 071069093 OOMC2005-5 On Hand A 240255 071069186 OOMC2005-5 On Hand A 213,750.00 081056749 OOMC2005-5 On Hand A 122000.00 081057509 OOMC2005-5 On Hand A 265500.00 081057822 OOMC2005-5 On Hand A 110500.00 081057841 OOMC2005-5 On Hand A 68730 081057953 OOMC2005-5 On Hand A 200000 081058029 OOMC2005-5 On Hand A 650000 081058110 OOMC2005-5 On Hand A 112000.00 081058152 OOMC2005-5 On Hand A 356250 081058187 OOMC2005-5 On Hand A 96600.00 081058207 OOMC2005-5 On Hand A 218000.00 081058281 OOMC2005-5 On Hand A 150000 081058292 OOMC2005-5 On Hand A 112000.00 081058295 OOMC2005-5 On Hand A 252000 081058306 OOMC2005-5 On Hand A 121410 081058316 OOMC2005-5 On Hand A 230000.00 081058340 OOMC2005-5 On Hand A 271200 081058436 OOMC2005-5 On Hand A 76500 081058459 OOMC2005-5 On Hand A 133000 081058547 OOMC2005-5 On Hand A 160000 081058555 OOMC2005-5 On Hand A 181000.00 081058580 OOMC2005-5 On Hand A 514995.3 081058600 OOMC2005-5 On Hand A 50000.00 081058712 OOMC2005-5 On Hand A 163350 081058768 OOMC2005-5 On Hand A 80000 101049456 OOMC2005-5 On Hand A 171061 101049757 OOMC2005-5 On Hand A 103200 101050282 OOMC2005-5 On Hand A 424000 101050315 OOMC2005-5 On Hand A 209000 101050322 OOMC2005-5 On Hand A 70000 101050534 OOMC2005-5 On Hand A 135850 101050571 OOMC2005-5 On Hand A 70400 101050683 OOMC2005-5 On Hand A 348000.00 101050704 OOMC2005-5 On Hand A 280000 101050743 OOMC2005-5 On Hand A 238500 101050791 OOMC2005-5 On Hand A 120,811.00 101050922 OOMC2005-5 On Hand A 384000 101051011 OOMC2005-5 On Hand A 153900.00 101051089 OOMC2005-5 On Hand A 461550 111000398 OOMC2005-5 On Hand A 252800.00 111000484 OOMC2005-5 On Hand A 442500 111000570 OOMC2005-5 On Hand A 400000 121040181 OOMC2005-5 On Hand A 80,000.00 121042291 OOMC2005-5 On Hand A 193440.00 121042564 OOMC2005-5 On Hand A 279300 121042705 OOMC2005-5 On Hand A 140400 121042736 OOMC2005-5 On Hand A 104250 121042769 OOMC2005-5 On Hand A 144750 121042783 OOMC2005-5 On Hand A 190000.00 121042785 OOMC2005-5 On Hand A 246500 121042797 OOMC2005-5 On Hand A 52000 121042802 OOMC2005-5 On Hand A 176000 121042829 OOMC2005-5 On Hand A 200000 121042849 OOMC2005-5 On Hand A 105600 121042931 OOMC2005-5 On Hand A 102000.00 121042943 OOMC2005-5 On Hand A 150,300.00 121043007 OOMC2005-5 On Hand A 83700 121043017 OOMC2005-5 On Hand A 263500.00 121043020 OOMC2005-5 On Hand A 170850 121043036 OOMC2005-5 On Hand A 148750 121043040 OOMC2005-5 On Hand A 240500 121043060 OOMC2005-5 On Hand A 137000.00 121043063 OOMC2005-5 On Hand A 179350 121043091 OOMC2005-5 On Hand A 80910 121043114 OOMC2005-5 On Hand A 84550 121043117 OOMC2005-5 On Hand A 59850 121043137 OOMC2005-5 On Hand A 162000 121043149 OOMC2005-5 On Hand A 83125 121043165 OOMC2005-5 On Hand A 106,880.00 121043169 OOMC2005-5 On Hand A 108800 121043170 OOMC2005-5 On Hand A 103700 121043171 OOMC2005-5 On Hand A 103700 121043234 OOMC2005-5 On Hand A 148800 121043275 OOMC2005-5 On Hand A 167200 121043312 OOMC2005-5 On Hand A 106560 121043383 OOMC2005-5 On Hand A 66000 121043389 OOMC2005-5 On Hand A 59400 121043596 OOMC2005-5 On Hand A 56050 131032831 OOMC2005-5 On Hand A 124925 131032892 OOMC2005-5 On Hand A 107100 131033869 OOMC2005-5 On Hand A 76500 131034772 OOMC2005-5 On Hand A 55385 131035059 OOMC2005-5 On Hand A 126350 131035100 OOMC2005-5 On Hand A 121600.00 131035152 OOMC2005-5 On Hand A 90250.00 131035153 OOMC2005-5 On Hand A 170100.00 131035167 OOMC2005-5 On Hand A 189550 131035209 OOMC2005-5 On Hand A 54625 131035242 OOMC2005-5 On Hand A 60000 131035278 OOMC2005-5 On Hand A 111200 131035304 OOMC2005-5 On Hand A 225000.00 131035333 OOMC2005-5 On Hand A 184050 131035358 OOMC2005-5 On Hand A 92150.00 131035369 OOMC2005-5 On Hand A 70490 131035379 OOMC2005-5 On Hand A 156750 131035400 OOMC2005-5 On Hand A 84600 131035425 OOMC2005-5 On Hand A 63750.00 131035428 OOMC2005-5 On Hand A 84000.00 131035437 OOMC2005-5 On Hand A 237500 131035458 OOMC2005-5 On Hand A 108935.00 131035582 OOMC2005-5 On Hand A 93,600.00 131035589 OOMC2005-5 On Hand A 56925.00 131035611 OOMC2005-5 On Hand A 142000.00 131035650 OOMC2005-5 On Hand A 142500 141048172 OOMC2005-5 On Hand A 167300.00 141048524 OOMC2005-5 On Hand A 124000 141048588 OOMC2005-5 On Hand A 72000.00 141048878 OOMC2005-5 On Hand A 55800 141049124 OOMC2005-5 On Hand A 196800 141049193 OOMC2005-5 On Hand A 71000.00 141049285 OOMC2005-5 On Hand A 198000 141049447 OOMC2005-5 On Hand A 122000 141049599 OOMC2005-5 On Hand A 108000 141049661 OOMC2005-5 On Hand A 69825 141049808 OOMC2005-5 On Hand A 67200.00 141049812 OOMC2005-5 On Hand A 175500 141049838 OOMC2005-5 On Hand A 190000.00 141049898 OOMC2005-5 On Hand A 186000 141049942 OOMC2005-5 On Hand A 960000.00 141049950 OOMC2005-5 On Hand A 51750 141050003 OOMC2005-5 On Hand A 58500.00 141050136 OOMC2005-5 On Hand A 132000.00 141050184 OOMC2005-5 On Hand A 192000 141050235 OOMC2005-5 On Hand A 181600 141050251 OOMC2005-5 On Hand A 285000.00 141050317 OOMC2005-5 On Hand A 150000 141050323 OOMC2005-5 On Hand A 220500 141050341 OOMC2005-5 On Hand A 142400 141050344 OOMC2005-5 On Hand A 297500.00 141050367 OOMC2005-5 On Hand A 165000 141050387 OOMC2005-5 On Hand A 277000.00 141050446 OOMC2005-5 On Hand A 295000.00 141050449 OOMC2005-5 On Hand A 160000 141050457 OOMC2005-5 On Hand A 260000 141050475 OOMC2005-5 On Hand A 200000.00 141050495 OOMC2005-5 On Hand A 85000 141050513 OOMC2005-5 On Hand A 180,000.00 141050519 OOMC2005-5 On Hand A 500000.00 141050621 OOMC2005-5 On Hand A 259200 141050648 OOMC2005-5 On Hand A 407500 141050693 OOMC2005-5 On Hand A 427000 141050816 OOMC2005-5 On Hand A 122400 151029897 OOMC2005-5 On Hand A 292500 151030066 OOMC2005-5 On Hand A 142000.00 151030081 OOMC2005-5 On Hand A 230750 151030122 OOMC2005-5 On Hand A 84000 151030124 OOMC2005-5 On Hand A 68000 151030128 OOMC2005-5 On Hand A 112500 151030153 OOMC2005-5 On Hand A 233910 151030228 OOMC2005-5 On Hand A 106200 151030258 OOMC2005-5 On Hand A 248400 151030293 OOMC2005-5 On Hand A 66500.00 151030306 OOMC2005-5 On Hand A 251910 151030325 OOMC2005-5 On Hand A 100000 151030356 OOMC2005-5 On Hand A 323850 151030362 OOMC2005-5 On Hand A 76320 151030602 OOMC2005-5 On Hand A 50350 161043595 OOMC2005-5 On Hand A 220500 161044057 OOMC2005-5 On Hand A 216300.00 161044517 OOMC2005-5 On Hand A 111000.00 161044738 OOMC2005-5 On Hand A 164500 161044804 OOMC2005-5 On Hand A 231750 161044820 OOMC2005-5 On Hand A 305100 161044946 OOMC2005-5 On Hand A 229500 161045063 OOMC2005-5 On Hand A 192000.00 161045086 OOMC2005-5 On Hand A 334400 171026396 OOMC2005-5 On Hand A 177133 171026583 OOMC2005-5 On Hand A 206250 171026607 OOMC2005-5 On Hand A 67500 171026750 OOMC2005-5 On Hand A 106894.5 171026951 OOMC2005-5 On Hand A 148750 171027046 OOMC2005-5 On Hand A 157165 171027834 OOMC2005-5 On Hand A 254125 171027995 OOMC2005-5 On Hand A 176376 171028001 OOMC2005-5 On Hand A 133250 171028009 OOMC2005-5 On Hand A 283500 171028028 OOMC2005-5 On Hand A 139500 171028050 OOMC2005-5 On Hand A 171750 171028077 OOMC2005-5 On Hand A 145101 171028086 OOMC2005-5 On Hand A 213000 171028097 OOMC2005-5 On Hand A 180000 171028098 OOMC2005-5 On Hand A 123200 171028099 OOMC2005-5 On Hand A 503000 171028107 OOMC2005-5 On Hand A 135000 171028124 OOMC2005-5 On Hand A 147250 171028234 OOMC2005-5 On Hand A 216,000.00 171028329 OOMC2005-5 On Hand A 340000 171028503 OOMC2005-5 On Hand A 264000 191025692 OOMC2005-5 On Hand A 102,240.00 191025826 OOMC2005-5 On Hand A 85000.00 191025872 OOMC2005-5 On Hand A 360000 191025913 OOMC2005-5 On Hand A 176,000.00 191026141 OOMC2005-5 On Hand A 152,000.00 191026436 OOMC2005-5 On Hand A 173950 191026443 OOMC2005-5 On Hand A 184000 191026612 OOMC2005-5 On Hand A 140000 191026675 OOMC2005-5 On Hand A 194200 191026736 OOMC2005-5 On Hand A 188100 191026828 OOMC2005-5 On Hand A 191,470.00 191027124 OOMC2005-5 On Hand A 204250 211032831 OOMC2005-5 On Hand A 69000.00 211033359 OOMC2005-5 On Hand A 52200 211033646 OOMC2005-5 On Hand A 174400.00 211034020 OOMC2005-5 On Hand A 112575 211034258 OOMC2005-5 On Hand A 142500 211034406 OOMC2005-5 On Hand A 237600 211034477 OOMC2005-5 On Hand A 675000 211034518 OOMC2005-5 On Hand A 90250 211034670 OOMC2005-5 On Hand A 211300.00 211034785 OOMC2005-5 On Hand A 234500 211034793 OOMC2005-5 On Hand A 176000 211034852 OOMC2005-5 On Hand A 175000.00 211034898 OOMC2005-5 On Hand A 63750 211034910 OOMC2005-5 On Hand A 67830 211034936 OOMC2005-5 On Hand A 87125 211035107 OOMC2005-5 On Hand A 126006 211035125 OOMC2005-5 On Hand A 163400.00 211035139 OOMC2005-5 On Hand A 212000 211035142 OOMC2005-5 On Hand A 432000 211035163 OOMC2005-5 On Hand A 175920 211035172 OOMC2005-5 On Hand A 88998 211035219 OOMC2005-5 On Hand A 468000 211035252 OOMC2005-5 On Hand A 173000 211035298 OOMC2005-5 On Hand A 75600 211035304 OOMC2005-5 On Hand A 55850 211035521 OOMC2005-5 On Hand A 539600.00 211035701 OOMC2005-5 On Hand A 180500 231068200 OOMC2005-5 On Hand A 277950 231069166 OOMC2005-5 On Hand A 249200.00 231069227 OOMC2005-5 On Hand A 120000 231069271 OOMC2005-5 On Hand A 226100.00 231069473 OOMC2005-5 On Hand A 60500 231069870 OOMC2005-5 On Hand A 241680 231069871 OOMC2005-5 On Hand A 241680 231070290 OOMC2005-5 On Hand A 279920.00 231070694 OOMC2005-5 On Hand A 74575 231071039 OOMC2005-5 On Hand A 194750 231071049 OOMC2005-5 On Hand A 284000 231071319 OOMC2005-5 On Hand A 324000 231071561 OOMC2005-5 On Hand A 80000.00 231071600 OOMC2005-5 On Hand A 228000 231071656 OOMC2005-5 On Hand A 195000 231071682 OOMC2005-5 On Hand A 124000.00 231071700 OOMC2005-5 On Hand A 170050 231071889 OOMC2005-5 On Hand A 125200.00 231072037 OOMC2005-5 On Hand A 130125 231072168 OOMC2005-5 On Hand A 263150 231072239 OOMC2005-5 On Hand A 160000 231072274 OOMC2005-5 On Hand A 170000.00 231072299 OOMC2005-5 On Hand A 484500.00 231072312 OOMC2005-5 On Hand A 56000 231072330 OOMC2005-5 On Hand A 139365 231072336 OOMC2005-5 On Hand A 283500.00 231072358 OOMC2005-5 On Hand A 285000 231072468 OOMC2005-5 On Hand A 428000 231072509 OOMC2005-5 On Hand A 427500 231072557 OOMC2005-5 On Hand A 180000 231072570 OOMC2005-5 On Hand A 311250 231072595 OOMC2005-5 On Hand A 448000 231072638 OOMC2005-5 On Hand A 283385.00 231072723 OOMC2005-5 On Hand A 168000 231072806 OOMC2005-5 On Hand A 348210 231072816 OOMC2005-5 On Hand A 468750 231072821 OOMC2005-5 On Hand A 576000 231072877 OOMC2005-5 On Hand A 105450 231072879 OOMC2005-5 On Hand A 133200 231072896 OOMC2005-5 On Hand A 256000 231072929 OOMC2005-5 On Hand A 616000 231072946 OOMC2005-5 On Hand A 252000 231072977 OOMC2005-5 On Hand A 84500 231072996 OOMC2005-5 On Hand A 316000 231073032 OOMC2005-5 On Hand A 85,000.00 231073050 OOMC2005-5 On Hand A 252000 231073088 OOMC2005-5 On Hand A 150000.00 231073220 OOMC2005-5 On Hand A 104000.00 231073248 OOMC2005-5 On Hand A 225000 231073343 OOMC2005-5 On Hand A 625500 231073424 OOMC2005-5 On Hand A 288000 231073749 OOMC2005-5 On Hand A 131,100.00 231073801 OOMC2005-5 On Hand A 71250 231073958 OOMC2005-5 On Hand A 418000 251038286 OOMC2005-5 On Hand A 330000 251038323 OOMC2005-5 On Hand A 123000 251038338 OOMC2005-5 On Hand A 572000.00 261053309 OOMC2005-5 On Hand A 252000 261053782 OOMC2005-5 On Hand A 63750 261053855 OOMC2005-5 On Hand A 204000 261053961 OOMC2005-5 On Hand A 131750.00 261054050 OOMC2005-5 On Hand A 108000 261054145 OOMC2005-5 On Hand A 152500 261054197 OOMC2005-5 On Hand A 104000 261054210 OOMC2005-5 On Hand A 88800.00 261054237 OOMC2005-5 On Hand A 100000 261054309 OOMC2005-5 On Hand A 50400 261054583 OOMC2005-5 On Hand A 80750 271023507 OOMC2005-5 On Hand A 308000 271023740 OOMC2005-5 On Hand A 72000.00 271023766 OOMC2005-5 On Hand A 64000 271023855 OOMC2005-5 On Hand A 150400.00 271023917 OOMC2005-5 On Hand A 68000.00 271023984 OOMC2005-5 On Hand A 290000 271023988 OOMC2005-5 On Hand A 117250.00 271024030 OOMC2005-5 On Hand A 508000 271024041 OOMC2005-5 On Hand A 288000.00 271024062 OOMC2005-5 On Hand A 408500 271024072 OOMC2005-5 On Hand A 114000.00 271024144 OOMC2005-5 On Hand A 168000 271024147 OOMC2005-5 On Hand A 237600 271024201 OOMC2005-5 On Hand A 780000 271024220 OOMC2005-5 On Hand A 209000.00 271024230 OOMC2005-5 On Hand A 162500.00 271024234 OOMC2005-5 On Hand A 260000.00 271024254 OOMC2005-5 On Hand A 100000 271024282 OOMC2005-5 On Hand A 189000 271024289 OOMC2005-5 On Hand A 450000.00 271024296 OOMC2005-5 On Hand A 112795 271024314 OOMC2005-5 On Hand A 111800.00 271024325 OOMC2005-5 On Hand A 272000.00 271024331 OOMC2005-5 On Hand A 164500 271024347 OOMC2005-5 On Hand A 142800.00 271024465 OOMC2005-5 On Hand A 161370 271024556 OOMC2005-5 On Hand A 92115 281016718 OOMC2005-5 On Hand A 119000 281016893 OOMC2005-5 On Hand A 117500.00 281017085 OOMC2005-5 On Hand A 94500 281017142 OOMC2005-5 On Hand A 170050 281017144 OOMC2005-5 On Hand A 50400 281017162 OOMC2005-5 On Hand A 219300 281017204 OOMC2005-5 On Hand A 155700 281017224 OOMC2005-5 On Hand A 61750 281017312 OOMC2005-5 On Hand A 292000.00 281017332 OOMC2005-5 On Hand A 231200 291001442 OOMC2005-5 On Hand A 87750.00 291001497 OOMC2005-5 On Hand A 142400.00 291001637 OOMC2005-5 On Hand A 102000 291001715 OOMC2005-5 On Hand A 456000 291001761 OOMC2005-5 On Hand A 100000.00 291001781 OOMC2005-5 On Hand A 549000 291001788 OOMC2005-5 On Hand A 132300 291001795 OOMC2005-5 On Hand A 88200 291001802 OOMC2005-5 On Hand A 67500 291001870 OOMC2005-5 On Hand A 110000.00 291001872 OOMC2005-5 On Hand A 127500 291001896 OOMC2005-5 On Hand A 100000 291001944 OOMC2005-5 On Hand A 53250 291001995 OOMC2005-5 On Hand A 250500 291002007 OOMC2005-5 On Hand A 204000 291002056 OOMC2005-5 On Hand A 50000 291002234 OOMC2005-5 On Hand A 100000 301001468 OOMC2005-5 On Hand A 140940 301002385 OOMC2005-5 On Hand A 93,800.00 301002597 OOMC2005-5 On Hand A 182000 301002609 OOMC2005-5 On Hand A 210000 301002749 OOMC2005-5 On Hand A 54700 301002766 OOMC2005-5 On Hand A 212940 301002823 OOMC2005-5 On Hand A 365500 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Hand A 120245.00 371028851 OOMC2005-5 On Hand A 152000 371028932 OOMC2005-5 On Hand A 217600 371028973 OOMC2005-5 On Hand A 256410 371028998 OOMC2005-5 On Hand A 202500 371029010 OOMC2005-5 On Hand A 111600.00 371029063 OOMC2005-5 On Hand A 295100 371029085 OOMC2005-5 On Hand A 198400 371029114 OOMC2005-5 On Hand A 229500.00 371029186 OOMC2005-5 On Hand A 251100.00 371029189 OOMC2005-5 On Hand A 207100.00 371029215 OOMC2005-5 On Hand A 172278 371029266 OOMC2005-5 On Hand A 125600 371029352 OOMC2005-5 On Hand A 152000.00 371029373 OOMC2005-5 On Hand A 121,500.00 371029389 OOMC2005-5 On Hand A 190800 371029402 OOMC2005-5 On Hand A 97,850.00 371029455 OOMC2005-5 On Hand A 104,000.00 381023699 OOMC2005-5 On Hand A 255500 381023978 OOMC2005-5 On Hand A 61900 381024012 OOMC2005-5 On Hand A 184500 381024054 OOMC2005-5 On Hand A 74100 381024516 OOMC2005-5 On Hand A 245000 381024744 OOMC2005-5 On Hand A 224,100.00 391014564 OOMC2005-5 On Hand A 53200 391014742 OOMC2005-5 On Hand A 52250 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