OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, Depositor OPTION ONE MORTGAGE CORPORATION, Servicer and WELLS FARGO BANK, N.A., Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2006 Option One Mortgage Loan Trust 2006-3 Asset-Backed...
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
Depositor
OPTION
ONE MORTGAGE CORPORATION,
Servicer
and
▇▇▇▇▇
FARGO BANK, N.A.,
Trustee
Dated
as
of October 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-3
Table
of Contents
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Accounting.
|
|
SECTION
1.03.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.04.
|
Rights
of the NIMS Insurer.
|
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
by Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Originator.
|
|
SECTION
2.04.
|
Intentionally
Omitted.
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06.
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07.
|
Issuance
of Certificates.
|
|
SECTION
2.08.
|
Conveyance
of the Subsequent Mortgage Loans.
|
|
SECTION
2.09.
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 3, REMIC 4, REMIC
5,
REMIC 6 and REMIC 7 by the Trustee; Issuance of
Certificates.
|
|
SECTION
2.10.
|
Negative
Covenants of the Trustee and the Servicer.
|
ARTICLE
III ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
SECTION
3.01.
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02.
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers.
|
|
SECTION
3.03.
|
Successor
Sub-Servicers.
|
|
SECTION
3.04.
|
Liability
of the Servicer.
|
|
SECTION
3.05.
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
|
SECTION
3.06.
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
3.07.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08.
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09.
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10.
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11.
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12.
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13.
|
Rights
of the Class C Certificateholder.
|
|
SECTION
3.14.
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Reports
to the Trustee; Collection Account Statements.
|
|
SECTION
3.20.
|
Statement
as to Compliance.
|
|
SECTION
3.21.
|
Assessment
of Compliance and Attestation Report.
|
|
SECTION
3.22.
|
Access
to Certain Documentation.
|
|
SECTION
3.23.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24.
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25.
|
Reports
Filed with Securities and Exchange Commission.
|
|
SECTION
3.26.
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.27.
|
Solicitations.
|
|
SECTION
3.28.
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
3.29.
|
Advancing
Facility.
|
|
SECTION
3.30.
|
PMI
Policy; Claims Under the PMI Policy
|
ARTICLE
IV
FLOW OF FUNDS
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
[Reserved].
|
|
SECTION
4.03.
|
Statements.
|
|
SECTION
4.04.
|
Remittance
Reports; Advances.
|
|
SECTION
4.05.
|
Swap
Account.
|
|
SECTION
4.06.
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.07.
|
Allocation
of Realized Losses.
|
|
SECTION
4.08.
|
Tax
Treatment of Swap Payments and Swap Termination Payments
|
|
SECTION
4.09.
|
Pre-Funding
Accounts.
|
ARTICLE
V
THE CERTIFICATES
|
SECTION
5.01.
|
The
Certificates.
|
|
SECTION
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
|
SECTION
5.05.
|
Appointment
of Paying Agent.
|
ARTICLE
VI
THE SERVICER AND THE DEPOSITOR
|
SECTION
6.01.
|
Liability
of the Servicer and the Depositor.
|
|
SECTION
6.02.
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Servicer and Others.
|
|
SECTION
6.04.
|
Servicer
Not to Resign.
|
|
SECTION
6.05.
|
Delegation
of Duties.
|
|
SECTION
6.06.
|
[Reserved].
|
|
SECTION
6.07.
|
Inspection.
|
ARTICLE
VII
DEFAULT
|
SECTION
7.01.
|
Servicer
Events of Termination.
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03.
|
Waiver
of Defaults.
|
|
SECTION
7.04.
|
Notification
to Certificateholders.
|
|
SECTION
7.05.
|
Survivability
of Servicer Liabilities.
|
ARTICLE
VIII
THE TRUSTEE
|
SECTION
8.01.
|
Duties
of Trustee.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
|
SECTION
8.05.
|
Trustee
Fee and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
|
SECTION
8.07.
|
Resignation
or Removal of Trustee.
|
|
SECTION
8.08.
|
Successor
Trustee.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Limitation
of Liability.
|
|
SECTION
8.12.
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13.
|
Suits
for Enforcement.
|
|
SECTION
8.14.
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15.
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
ARTICLE
IX
REMIC ADMINISTRATION
|
SECTION
9.01.
|
REMIC
Administration.
|
|
SECTION
9.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
ARTICLE
X
TERMINATION
|
SECTION
10.01.
|
Termination.
|
|
SECTION
10.02.
|
Additional
Termination Requirements.
|
ARTICLE
XI MISCELLANEOUS
PROVISIONS
|
SECTION
11.01.
|
Amendment.
|
|
SECTION
11.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04.
|
Governing
Law; Jurisdiction.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Article
and Section References.
|
|
SECTION
11.08.
|
Notice
to the Rating Agencies and the NIMS Insurer.
|
|
SECTION
11.09.
|
Further
Assurances.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Benefits
of Agreement.
|
|
SECTION
11.12.
|
Acts
of Certificateholders.
|
|
SECTION
11.13.
|
No
Petition.
|
|
SECTION
11.14.
|
Intention
of the Parties and Interpretation.
|
|
EXHIBITS:
|
||
|
Exhibit
A-1
|
Form
of Class I-A-1 Certificates
|
|
|
Exhibit
A-2
|
Form
of Class II-A-1 Certificates
|
|
|
Exhibit
A-3
|
Form
of Class II-A-2 Certificates
|
|
|
Exhibit
A-4
|
Form
of Class II-A-3 Certificates
|
|
|
Exhibit
A-5
|
Form
of Class II-A-4 Certificates
|
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificates
|
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificates
|
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificates
|
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificates
|
|
|
Exhibit
A-10
|
Form of Class M-5 Certificates | |
|
Exhibit
A-11
|
Form of Class M-6 Certificates | |
|
Exhibit
A-12
|
Form of Class M-7 Certificates | |
|
Exhibit
A-13
|
Form of Class M-8 Certificates | |
|
Exhibit
A-14
|
Form of Class M-9 Certificates | |
|
Exhibit
A-15
|
Form of Class M-10 Certificates | |
|
Exhibit
A-16
|
Form of Class M-11 Certificates | |
|
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
|
Form
of PMI Policy
|
|
|
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
|
Form
of Remittance Report
|
|
|
Exhibit
P
|
Form
of Subsequent Transfer Instrument
|
|
|
Exhibit
Q
|
Form
of Addition Notice
|
|
|
Exhibit
R-1
|
Form
of Certification to Be Provided by the Depositor with Form
10-K
|
|
|
Exhibit
R-2
|
Form
of Certification to Be Provided to Depositor by the
Trustee
|
|
|
Exhibit
S
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
|
Exhibit
U
|
Additional
Disclosure Notification
|
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement is dated as of October 1, 2006 (the
“Agreement”), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor
(the “Depositor”), OPTION ONE MORTGAGE CORPORATION, as Servicer (the “Servicer”)
and ▇▇▇▇▇ FARGO BANK, N.A., as trustee (the “Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of twenty classes of
certificates, designated as (i) the
Class
I-A-1 Certificates, (ii)
the
Class II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) the Class
II-A-3 Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1
Certificates, (vii) the Class M-2 Certificates, (viii) the Class M-3
Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates,
(xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the
Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10
Certificates, (xvi) the Class M-11 Certificate, (xvii) the Class C Certificates,
(xviii) the Class P Certificates, (xvix) the Class R Certificates and (xx)
the
Class R-X Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (exclusive of the Pre-Funding Accounts, any Subsequent Mortgage
Loan Interest, the Net WAC Rate Carryover Reserve Account, any Servicer
Prepayment Charge Payment Amounts, the Swap Account, the Supplemental Interest
Trust and the Interest Rate Swap Agreement) as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 1.”
The Class R-1 Interest shall represent the sole class of “residual interests” in
REMIC 1 for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Uncertificated REMIC 1
Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 1 Regular Interests (as
defined herein). None of the REMIC 1 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
LT1
|
Variable(2)
|
$
509,694,907.11
|
February
2037
|
|
LT1PF
|
Variable(2)
|
$
185,365,645.51
|
February
2037
|
|
LT2
|
Variable(2)
|
$
590,304,841.03
|
February
2037
|
|
LT2PF
|
Variable(2)
|
$
214,634,606.35
|
February
2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC 2.”
The Class R-2 Interest will evidence the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal income tax law.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 2 Regular Interests (as
defined herein). None of the REMIC 2 Regular Interests shall be
certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate(2)
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
I-1-A
|
Variable
|
$
745,125,000.00
|
February
2037
|
|
I-1-B
|
Variable
|
$
745,125,000.00
|
February
2037
|
|
I-1-C
|
Variable
|
$
9,750,000.00
|
February
2037
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
REMIC
3
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 3.” The Class R-3 Interest will represent the sole class of “residual
interests” in REMIC 3 for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 3 Pass-Through Rate, the initial Uncertificated Principal
Balance, and for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 3
Regular Interests. None of the REMIC 3 Regular Interests will be
certificated.
|
Designation
|
Uncertificated
REMIC 3
Pass-Through
Rate(2)
|
Initial
Uncertificated
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
LTAA
|
Variable
|
$
1,469,999,902.00
|
February
2037
|
|
LTIA1
|
Variable
|
$
5,390,190.00
|
February
2037
|
|
LTIIA1
|
Variable
|
$
2,782,540.00
|
February
2037
|
|
LTIIA2
|
Variable
|
$
1,634,270.00
|
February
2037
|
|
LTIIA3
|
Variable
|
$
1,216,820.00
|
February
2037
|
|
LTIIA4
|
Variable
|
$
608,680.00
|
February
2037
|
|
LTM1
|
Variable
|
$
765,000.00
|
February
2037
|
|
LTM2
|
Variable
|
$
735,000.00
|
February
2037
|
|
LTM3
|
Variable
|
$
255,000.00
|
February
2037
|
|
LTM4
|
Variable
|
$
270,000.00
|
February
2037
|
|
LTM5
|
Variable
|
$
247,500.00
|
February
2037
|
|
LTM6
|
Variable
|
$
180,000.00
|
February
2037
|
|
LTM7
|
Variable
|
$
187,500.00
|
February
2037
|
|
LTM8
|
Variable
|
$
120,000.00
|
February
2037
|
|
LTM9
|
Variable
|
$
172,500.00
|
February
2037
|
|
LTM10
|
Variable
|
$
187,500.00
|
February
2037
|
|
LTM11
|
Variable
|
$
150,000.00
|
February
2037
|
|
LTZZ
|
Variable
|
$
15,097,498.00
|
February
2037
|
|
LTP
|
Variable
|
$
100.00
|
February
2037
|
|
LTIO
|
Variable
|
(3)
|
February
2037
|
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 3 Pass-Through Rate”
herein.
(3) REMIC
3
Regular Interest LTIO will not have an Uncertificated Principal Balance, but
will accrue interest on its Uncertificated Notional Amount.
REMIC
4
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 3 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 4.” The Class R-4 Interest represents the sole class of “residual
interests” in REMIC 4 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 4 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
Class
I-A-1
|
Variable(2)
|
$
539,019,000.00
|
February
2037
|
|
Class
II-A-1
|
Variable(2)
|
$
278,254,000.00
|
February
2037
|
|
Class
II-A-2
|
Variable(2)
|
$
163,427,000.00
|
February
2037
|
|
Class
II-A-3
|
Variable(2)
|
$
121,682,000.00
|
February
2037
|
|
Class
II-A-4
|
Variable(2)
|
$
60,868,000.00
|
February
2037
|
|
Class
M-1
|
Variable(2)
|
$
76,500,000.00
|
February
2037
|
|
Class
M-2
|
Variable(2)
|
$
73,500,000.00
|
February
2037
|
|
Class
M-3
|
Variable(2)
|
$
25,500,000.00
|
February
2037
|
|
Class
M-4
|
Variable(2)
|
$
27,000,000.00
|
February
2037
|
|
Class
M-5
|
Variable(2)
|
$
24,750,000.00
|
February
2037
|
|
Class
M-6
|
Variable(2)
|
$
18,000,000.00
|
February
2037
|
|
Class
M-7
|
Variable(2)
|
$
18,750,000.00
|
February
2037
|
|
Class
M-8
|
Variable(2)
|
$
12,000,000.00
|
February
2037
|
|
Class
M-9
|
Variable(2)
|
$
17,250,000.00
|
February
2037
|
|
Class
M-10
|
Variable(2)
|
$
18,750,000.00
|
February
2037
|
|
Class
M-11
|
Variable(2)
|
$
15,000,000.00
|
February
2037
|
|
Class
C Interest
|
Variable(3)
|
$
9,749,900.00
|
February
2037
|
|
Class
P Interest
|
N/A(4)
|
$ 100.00
|
February
2037
|
|
Class
SWAP-IO Interest
|
N/A(5)
|
N/A(5)
|
February
2037
|
__________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(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
3 Regular Interests (other than REMIC 3 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 3 Regular
Interest LTIO.
REMIC
5
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions under federal income tax
law.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 5 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
Class
C
|
Variable(2)
|
$ 9,749,900.00
|
February
2037
|
__________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2)
The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest. The Class C Certificates will also be entitled to Subsequent Mortgage
Loan Interest, as a right with respect to a component of the Class C
Certificates that will not be treated as a REMIC regular interest but rather
as
separate interest strips from the Subsequent Mortgage Loans for a specified
period of time.
REMIC
6
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 6.”
The Class R-6 Interest represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions under federal income tax
law.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 6 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
Class
P
|
Variable(2)
|
$ 100.00
|
February
2037
|
__________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
7
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class SWAP-IO Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as “REMIC
7.” The Class R-7 Interest represents the sole class of “residual interests” in
REMIC 7 for purposes of the REMIC Provisions under federal income tax
law.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 7 created hereunder, which will be
uncertificated:
|
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|
SWAP-IO
|
Variable(2)
|
N/A
|
February
2037
|
__________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) REMIC
7
Regular Interest SWAP-IO will receive 100% of amounts received in respect of
the
Class SWAP-IO Interest.
ARTICLE
I
DEFINITIONS
| SECTION 1.01. |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Class 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.
“1933
Act”: The Securities Act of 1933, as amended.
“Account”:
Any
of
the Collection Account, the Distribution Account, the Pre-Funding Accounts,
the
Net WAC Reserve Account or the Swap Account.
“Accrual
Period”: 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.
“Addition
Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust
Fund pursuant to Section 2.08, a notice of the Depositor's designation of the
Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate
principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off
Date. The Addition Notice shall be given not later than three Business Days
prior to the related Subsequent Transfer Date and shall be substantially in
the
form attached hereto as Exhibit Q.
“Additional
Disclosure”: As defined in Section 3.25(a)(iv).
“Additional
Form 10-D Disclosure”: As defined in Section 3.25(a)(i).
“Additional
Form 10-K Disclosure”: As defined in Section 3.25(a)(iii).
“Additional
Group I Mortgage Loan”: Any of the Group I Mortgage Loans not described in the
Prospectus Supplement but included in the Trust Fund as of the Closing Date.
The
aggregate Stated Principal Balance of the Additional Group I Mortgage Loans
as
of the related Cut-off Date is equal to $46,332,160.82.
“Additional
Group II Mortgage Loan”: Any of the Group II Mortgage Loans not described in the
Prospectus Supplement but included in the Trust Fund as of the Closing Date.
The
aggregate Stated Principal Balance of the Additional Group II Mortgage Loans
as
of the related Cut-off Date is equal to $53,667,562.43.
“Additional
Mortgage Loan”: Any of the Additional Group I Mortgage Loans or Additional Group
II Mortgage Loans included in the Trust Fund as of the Closing
Date.
“Adjustable-Rate
Mortgage Loan”: A Mortgage Loan which provides at any period during the life of
such loan for the adjustment of the Mortgage Rate payable in respect thereto.
The Adjustable-Rate Mortgage Loans are identified as such on the Mortgage Loan
Schedule.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Distribution Date and any
Mortgage Loan (or the related REO Property) in the Trust Fund as of the close
of
business on the last day of the preceding 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
(or the Cut-off Date with respect to the first Distribution Date) minus the
sum
of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the
PMI
Premium Rate, if applicable.
“Adjusted
Net Mortgage Rate”: With respect to any Distribution Date and any Mortgage Loan
(or the related REO Property) in the Trust Fund as of the close of business
on
the last day of the preceding prepayment period, a per annum rate of interest
equal to the applicable Mortgage Rate for such Mortgage Loan as of the first
day
of the month preceding the month in which the related Distribution Date occurs
(or the Cut-off Date with respect to the first Distribution Date) minus the
sum
of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the PMI
Premium Rate, if applicable.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
Mortgage Note. The first Adjustment Date following the Cut-off Date as to each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section 4.04.
“Advancing
Facility”: As defined in Section 3.29 hereof.
“Advancing
Person”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: 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.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, the mortgage recordation
information which has not been required pursuant to Section 2.01 hereof or
returned by the applicable recorder's office and if the assignment has been
delivered in blank, the name of the Assignee), which is sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located
to
reflect or record the sale of the Mortgage.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received on
or
prior to the related Determination Date, including any Subsequent Recoveries,
(b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments and other
unscheduled recoveries of principal and interest in respect of the Mortgage
Loans received during the related Prepayment Period, (c) the aggregate of any
amounts received in respect of a related REO Property withdrawn from any REO
Account and deposited in the Collection Account for such Distribution Date,
(d)
the aggregate of any amounts deposited in the Collection Account by the Servicer
in respect of related Prepayment Interest Shortfalls for such Distribution
Date,
(e) the aggregate of any Advances made by the Servicer for such Distribution
Date, (f) the aggregate of any related advances made by the Trustee for such
Distribution Date pursuant to Section 7.02, (g) [reserved] (h) with respect
to
the Distribution Date immediately following the end of the Funding Period,
any
amounts in the Pre-Funding Accounts (exclusive of investment income) after
giving effect to any purchase of Subsequent Mortgage Loans, (i) with respect
to
each Distribution Date during and the Distribution Date immediately following
the Funding Period and (j) the amount of any Prepayment Charges collected by
the
Servicer in connection with the full or partial prepayment of any of the
Mortgage Loans and any Servicer Prepayment Charge Payment Amount over (ii)
the
sum of (a) amounts reimbursable or payable to the Servicer pursuant to Section
3.11(a) 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 Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount, (d) the Trustee Fee payable from the Distribution Account
pursuant to Section 8.05, (e)
any
Net Swap Payment or Swap Termination Payment owed to the Swap Provider
but
excluding any Swap Termination Payment owed to the Swap Provider resulting
from
a Swap Provider Trigger Event
(after
taking into account any upfront payment received from the counterparty to a
replacement swap agreement), (f) the PMI Premium payable from the Distribution
Account pursuant to Section 3.11, and (g) any indemnification payments or
expense reimbursements made by the Trust Fund pursuant to Section
8.05.
“Back-Up
Certification”: As defined in Section 3.25(a)(ii).
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the books
of the Depository or on the books of a Person maintaining an account with the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Class A Certificates
and the Mezzanine Certificates shall be Book-Entry Certificates.
“Business
Day”: 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.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”:
The Person in whose name a Certificate is registered in the Certificate
Register, except that a Disqualified Organization or non-U.S. Person shall
not
be a Holder of a Residual Certificate for any purpose hereof and, solely for
the
purposes of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor or the Servicer or any Affiliate thereof
shall be deemed not to be outstanding and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent has been
obtained, except as otherwise provided in Section 11.01. The Trustee and the
NIMS Insurer may conclusively rely upon a certificate of the Depositor or the
Servicer in determining whether a Certificate is held by an Affiliate thereof.
All references herein to “Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee and the NIMS Insurer shall be
required to recognize as a “Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate
Margin”: 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 3 Regular Interest, as
follows:
|
Class
|
REMIC
3 Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
I-A-1
|
LTIA1
|
0.140%
|
0.280%
|
|
▇▇-▇-▇
|
▇▇▇▇▇▇
|
0.040%
|
0.080%
|
|
▇▇-▇-▇
|
▇▇▇▇▇▇
|
0.100%
|
0.200%
|
|
▇▇-▇-▇
|
▇▇▇▇▇▇
|
0.140%
|
0.280%
|
|
▇▇-▇-▇
|
▇▇▇▇▇▇
|
0.220%
|
0.440%
|
|
M-1
|
LTM1
|
0.230%
|
0.345%
|
|
M-2
|
LTM2
|
0.290%
|
0.435%
|
|
M-3
|
LTM3
|
0.340%
|
0.510%
|
|
M-4
|
LTM4
|
0.400%
|
0.600%
|
|
M-5
|
LTM5
|
0.420%
|
0.630%
|
|
M-6
|
LTM6
|
0.470%
|
0.705%
|
|
M-7
|
LTM7
|
0.850%
|
1.275%
|
|
M-8
|
LTM8
|
1.000%
|
1.500%
|
|
M-9
|
LTM9
|
2.100%
|
3.150%
|
|
M-10
|
LTM10
|
2.500%
|
3.750%
|
|
M-11
|
LTM11
|
2.500%
|
3.750%
|
__________
|
(1)
|
For
the Accrual Period for each Distribution Date on or prior to the
Optional
Termination Date.
|
|
(2)
|
For
each other Accrual Period.
|
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof (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 3 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.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification
Parties”: As defined in Section 3.25(a)(ii).
“Certifying
Person”: As defined in Section 3.25 (a)(ii).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A
Certificateholder”: Any Holder of a Class A Certificate.
“Class
A
Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4
Certificate.
“Class
A
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
II
Senior Principal Distribution Amount.
“Class
I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
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 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
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 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
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 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
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 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-5, representing (i) a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
C
Certificate”: Any one of the Class C Certificates executed by the 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 5, (ii) beneficial ownership of the Net WAC Rate Carryover Reserve Account
and (iii) beneficial ownership of the Supplemental Interest Trust.
“Class
C
Interest”: An uncertificated interest in the Trust held by the Trustee on behalf
of the Holders of the Class C Certificates, evidencing a Regular Interest in
REMIC 4 for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: 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.
“Class
Swap-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC 4.
“Class
M-1 Certificate”: Any one of the Class M-1 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 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-1/M-2/M-3 Principal Distribution Amount”: 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 distribution of
the
Class A Principal Distribution Amount on such Distribution Date) and (ii) the
aggregate Certificate Principal Balance of the Class M-1 Certificates, the
Class
M-2 Certificates and the Class M-3 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.
“Class
M-2 Certificate”: 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-7, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-3 Certificate”: 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-8, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-4 Certificate”: 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-9, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date) (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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) 82.10%
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.
“Class
M-5 Certificate”: 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-10, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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 distribution 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)
85.40%
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.
“Class
M-6 Certificate”: 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-11, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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 distribution 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
distribution 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) 87.80%
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.
“Class
M-7 Certificate”: 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-12, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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 distribution 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
distribution 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 distribution 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) 90.30%
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.
“Class
M-8 Certificate”: 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-13, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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 distribution 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
distribution 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 distribution 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
distribution 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) 91.90%
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.
“Class
M-9 Certificate”: 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-14, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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 distribution 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
distribution 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 distribution 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
distribution 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 distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 94.20%
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.
“Class
M-10 Certificate”: 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-15, representing (i)
a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-10 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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 distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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) 96.70%
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.
“Class
M-11 Certificate”: 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-16, representing (i)
a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-11 Principal Distribution Amount”: 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 distribution 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
distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class
M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iv)
the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-1/M-2/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 distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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 distribution of the Class M-10 Principal
Distribution Amount on such Distribution Date) and (xii) 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) 98.70%
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.
“Class
P
Certificate”: 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-18, representing the right to distributions
as
set forth herein and therein and evidencing a regular interest in REMIC
6.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
in REMIC 4 for purposes of the REMIC Provisions.
“Class
R
Certificate”: 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, the Class R-3 Interest and the Class R-4
Interest.
“Class
R-X Certificate”: 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-5 Interest, the Class R-6 Interest and the Class R-7 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Class
R-7 Interest”: The uncertificated Residual Interest in REMIC 7.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: October 27, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The segregated account or accounts created and maintained by the
Servicer pursuant to Section 3.10(a), which shall be entitled “▇▇▇▇▇ Fargo Bank,
N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan
Trust 2006-3, Asset-Backed Certificates, Series 2006-3,” which must be an
Eligible Account.
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: As defined in Section 3.24 hereof.
“Convertible
Mortgage Loan”: Any Adjustable-Rate Mortgage Loan which allows the Mortgagor
thereunder to convert the Mortgage Rate thereon to a fixed Mortgage
Rate.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee 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 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Option One Series 2006-3, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer, the Originator and the
Seller.
“Corresponding
Certificate”: With respect to each REMIC 3 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
3 Regular Interest
|
Regular
Certificate
|
|
LTIA1
|
Class
I-A-1
|
|
LTIIA1
|
Class
II-A-1
|
|
LTIIA2
|
Class
II-A-2
|
|
LTIIA3
|
Class
II-A-3
|
|
LTIIA4
|
Class
II-A-4
|
|
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
|
“Custodian”:
▇▇▇▇▇ Fargo Bank, N.A., as custodian of the Mortgage Files, and any successor
thereto.
“Cut-off
Date”: With respect to any Mortgage Loan, October 1, 2006. With respect to all
Qualified Substitute Mortgage Loans, their respective dates of substitution.
References herein to the “Cut-off Date,” when used with respect to more than one
Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage
Loans.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid principal
balance thereof as of the Cut-off Date or Subsequent Cut-off Date, as applicable
(or as of the applicable date of substitution with respect to a Qualified
Substitute Mortgage Loan), after application of scheduled payments due thereon,
whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
have occurred with respect to the Certificates on a Distribution Date if the
Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
25.00%.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans (not including any
Liquidated Mortgage Loan as of the end of the related Prepayment Period)
Delinquent 60 days or more by (y) the aggregate Stated Principal Balance of
the
Mortgage Loans (not including any Liquidated Mortgage Loan as of the end of
the
related Prepayment Period), in each case, as of the last day of the previous
calendar month.
“Delinquent”:
Any Mortgage Loan, the Monthly Payment due on a Due Date which is not made
by
the Close of Business on the next scheduled Due Date for such Mortgage Loan.
For
example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment
due on a Due Date is not made by the Close of Business on the second scheduled
Due Date after such Due Date.
“Depositor”:
Option One Mortgage Acceptance Corporation, a Delaware corporation, or any
successor in interest.
“Depository”:
The initial Depository shall be The Depository Trust Company and upon request,
Clearstream Banking Luxembourg and the Euroclear System, whose nominee is Cede
& Co., or any other organization registered as a “clearing agency” pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th day of the calendar month
in which such Distribution Date occurs or, if such 15th day is not a Business
Day, the Business Day immediately preceding such 15th day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by the REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than certain farmers cooperatives described in Section
521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
unless such organization is subject to the tax imposed by Section 511 of the
Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code,
(iv) an “electing large partnership” within the meaning of Section 775 of the
Code or (v) any other Person so designated by the Trustee based upon an Opinion
of Counsel provided by nationally recognized counsel to the Trustee that the
holding of an ownership interest in a Residual Certificate by such Person may
cause any REMIC formed hereunder or any Person having an ownership interest
in
any Class of Certificates (other than such Person) to incur liability for any
federal tax imposed under the Code that would not otherwise be imposed but
for
the transfer of an ownership interest in the Residual Certificate to such
Person. A corporation will not be treated as an instrumentality of the United
States or of any state or political subdivision thereof, if all of its
activities are subject to tax and, a majority of its board of directors is
not
selected by a governmental unit. The terms “United States,” “state” and
“international organizations” shall have the meanings set forth in Section 7701
of the Code.
“Distribution
Account”: The segregated trust account or accounts created and maintained by the
Trustee pursuant to Section 3.10(b) which shall be entitled “Distribution
Account, ▇▇▇▇▇ Fargo Bank, N.A., as Trustee, in trust for the registered
Certificateholders of Option One Mortgage Loan Trust 2006-3, Asset-Backed
Certificates, Series 2006-3” and which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in November 2006.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan was
due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated P-1 by ▇▇▇▇▇'▇
and
A-1+ by S&P (or comparable ratings if ▇▇▇▇▇’▇ and S&P are not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC (to the limits
established by such corporation), the uninsured deposits in which account are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered
to
the NIMS Insurer, the Trustee and to each Rating Agency, the Certificateholders
will have a claim with respect to the funds in such account or a perfected
first
priority security interest against such collateral (which shall be limited
to
Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with which such
account is maintained, (iii) a trust account or accounts maintained with the
trust department of a federal or state chartered depository institution,
national banking association or trust company acting in its fiduciary capacity
or (iv) an account otherwise 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.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Estate
in Real Property”: A fee simple estate in a parcel of real
property.
"Estimated
Swap Termination Payment": As defined in
the Interest Rate Swap Agreement.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and 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.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount payable on the Class
C
Certificates on such Distribution Date as reduced by Realized Losses allocated
thereto with respect to such Distribution Date pursuant to Section 4.08 and
(y)
the Overcollateralization Deficiency Amount for such Distribution Date.
“▇▇▇▇▇▇
▇▇▇”: Federal National Mortgage Association or any successor
thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Originator
or the Servicer pursuant to or as contemplated by Section 2.03 or 10.01), a
determination made by the Servicer that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which the Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Servicer shall maintain records, prepared by a Servicing
Officer, of each Final Recovery Determination made thereby.
“Fixed-Rate
Mortgage Loan”: 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.
“Fixed
Swap Payment”: With respect to any Distribution Date, the amount calculated
based on a fixed rate as set forth in the Interest Rate Swap
Agreement.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the lesser of (a) the product of (I) the
aggregate Certificate Principal Balance of the outstanding Class A and Mezzanine
Certificates immediately prior to such Distribution Date and (II) 1/250 and
(b)
the related Notional Amount (as defined in the Interest Rate Swap Agreement)
and
(iii) a fraction, the numerator of which is the actual number of days elapsed
from and including the previous Floating Rate Payer Period End Date (as defined
in the Interest Rate Swap Agreement) to but excluding the current Floating
Rate
Payer Period End Date (or, for the first Distribution Date, the actual number
of
days elapsed from the Closing Date to but excluding the first Floating Rate
Payer Period End Date), and the denominator of which is 360.
“Form
8-K
Disclosure Information”: As defined in Section 3.25(a)(ii).
“Formula
Rate”: For any Distribution Date and any Class of 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.
“▇▇▇▇▇▇▇
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Funding
Period”: The period beginning on the Closing Date and ending on the earlier to
occur of (a) the date upon which the amount on deposit in the Pre-Funding
Accounts (exclusive of investment income) has been reduced to zero or (b)
January 23, 2007.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Group
I
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group I Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
I
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group I Principal Remittance Amount for such Distribution
Date
over (ii) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by the Group I Allocation Percentage.
“Group
I
Certificates”: The Class I-A-1 Certificates.
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group I Mortgage Loans 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).
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. The aggregate
principal balance of the Group I Mortgage Loans as of the Cut-off Date is equal
to $509,694,907.11.
“Group
I
Overcollateralization Floor”: With respect to the Group I Certificates,
$3,475,302.76.
“Group
I
Pre-Funding Account”: The account established and maintained pursuant to Section
4.09, as defined herein.
“Group
I
Principal Distribution Amount”: 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.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on the Group
I
Mortgage Loans by the Servicer that were due during the related Due Period,
(ii)
the principal portion of all partial and full principal prepayments of the
Group
I Mortgage Loans received by the Servicer during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received during such Prepayment Period with
respect to the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group I Mortgage Loan, deposited
to
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustments deposited in the Collection Account
during such Prepayment Period with respect to the Group I Mortgage Loans, (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 and (vii) on the Distribution Date immediately
following the end of the Funding Period, any amounts remaining in the Group
I
Pre-Funding Account (exclusive of investment income therein) after giving effect
to any purchase of Subsequent Group I Mortgage Loans.
“Group
I
Senior Principal Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the aggregate Certificate Principal Balance of the Group
I
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 55.10%
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.
“Group
II
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group II Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
II
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group II Principal Remittance Amount for such Distribution
Date over (ii) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by the Group II Allocation Percentage.
“Group
II
Certificates”: The Class II-A-1 Certificates, Class II-A-2 Certificates, the
Class II-A-3 Certificates and the Class II-A-4 Certificates.
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group II Mortgage Loans 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).
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. The aggregate
principal balance of the Group II Mortgage Loans as of the Cut-off Date is
equal
to $590,304,841.03.
“Group
II
Overcollateralization Floor”: With respect to the Group II Certificates,
$4,024,697.24.
“Group
II
Pre-Funding Account”: The account established and maintained pursuant to Section
4.09, as defined herein.
“Group
II
Principal Distribution Amount”: 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.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on the Group
II
Mortgage Loans by the Servicer that were due during the related Due Period,
(ii)
the principal portion of all partial and full principal prepayments of the
Group
II Mortgage Loans received by the Servicer during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received during such Prepayment Period with
respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group II Mortgage Loan, deposited
to
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustments deposited in the Collection Account
during such Prepayment Period with respect to the Group II Mortgage Loans,
(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 and (vii) on the Distribution Date immediately
following the end of the Funding Period, any amounts remaining in the Group
II
Pre-Funding Account (exclusive of investment income therein) after giving effect
to any purchase of Subsequent Group II Mortgage Loans.
“Group
II
Senior Principal Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the Certificate Principal Balance of the Group II Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 55.10%
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.
“Highest
Priority”: 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 ▇-▇, ▇▇▇▇▇ ▇-▇, 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.
“Holder”:
See “Certificateholder.”
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer and their respective Affiliates,
(b) does not have any direct financial interest in or any material indirect
financial interest in the Depositor or the Servicer or any Affiliate thereof,
and (c) is not connected with the Depositor or the Servicer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided,
however,
that a
Person shall not fail to be Independent of the Depositor or the Servicer or
any
Affiliate thereof merely because such Person is the beneficial owner of 1%
or
less of any class of securities issued by the Depositor or the Servicer or
any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as each such
REMIC does not receive or derive any income from such Person and provided that
the relationship between such Person and such REMIC is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Servicer) 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 “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause
any
income realized in respect of such REO Property to fail to qualify as Rents
from
Real Property.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or Residual Certificates (or any
portion thereof) which may or may not be guaranteed by the NIMS
Insurer.
“Index”:
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.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Initial
Group I Mortgage Loan”: Any of the Group I Mortgage Loans included in the Trust
Fund as of the Closing Date. The aggregate principal balance of the Initial
Group I Mortgage Loans as of the Cut-off Date is equal to
$463,362,746.29.
“Initial
Group II Mortgage Loan”: Any of the Group II Mortgage Loans included in the
Trust Fund as of the Closing Date. The aggregate principal balance of the
Initial Group II Mortgage Loans as of the Cut-off Date is equal to
$536,637,278.60.
“Initial
Mortgage Loan”: Any of the Initial Group I Mortgage Loans, Initial Group II
Mortgage Loans and any Additional Mortgage Loans included in the Trust Fund
as
of the Closing Date.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan (including the PMI Policy),
to the
extent such proceeds are received by the Servicer and are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions
of
the related Mortgage Note and Mortgage.
“Interest
Determination Date”: 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.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of October 27, 2006 (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.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any related Due Period, whether
as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds, Subsequent Recoveries or otherwise, which represent late payments
or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent on
a
contractual basis for such Due Period and not previously recovered.
“LIBOR”:
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) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
Notwithstanding
the foregoing, LIBOR for the Class A and Mezzanine Certificates for the first
Accrual Period will be 5.320%.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03 or Section 10.01. With respect to any REO Property, either
of
the following events: (i) a Final Recovery Determination is made as to such
REO
Property or (ii) such REO Property is removed from the Trust Fund by reason
of
its being sold or purchased pursuant to Section 3.23 or Section
10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee's sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.23 or
Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Principal Balance of the Mortgage
Loan
(and, 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.
“Loan
Group”: Either Loan Group I or Loan Group II, as the context
requires.
“Loan
Group I”: The group of Mortgage Loans with principal balances that conform to
▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac guidelines identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans with principal balances that may or may
not conform to ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac guidelines identified in the Mortgage
Loan Schedule as having been assigned to Loan Group II.
“Losses”:
As defined in Section 9.03.
“Loss
Mitigation Procedures”: The policies and procedures set forth in Exhibit G
hereto relating to the realization on delinquent Mortgage Loans.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the Originator certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note) and indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in the form
of
Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for REMIC
3
Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular
Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest
LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC
3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTM10, REMIC 3 Regular Interest LTM11, and REMIC 3 Regular Interest
LTZZ,
with
the rates on such REMIC 3 Regular Interests (other than REMIC 3 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 3 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 3 Pass-Through Rate and the related
caps with respect to each such REMIC 3 Regular Interest shall be multiplied
by a
fraction, the numerator of which is the actual number of days in the Accrual
Period and the denominator of which is 30.
“Maximum
Cap Rate”: For
any
Distribution Date, a per annum rate (subject to adjustment based on the actual
number of days elapsed in the related Accrual Period) equal to a fraction,
expressed as a percentage, (1) the numerator of which is equal to the product
of
(I) for each of the first three Distribution Dates, (A) 12 multiplied by (B)
the
amount of interest which accrued on the Initial Mortgage Loans in the prior
calendar month at their Adjusted Net Maximum Mortgage Rates minus the amount
of
any Net Swap Payment and Swap Termination Payment (other than any Swap
Termination Payment resulting from a Swap Provider Trigger Event) made to the
Swap Provider plus the amount of any Net Swap Payment and Swap Termination
Payment made by the Swap Provider and (II) thereafter, (A) 12 multiplied by
(B)
the amount of interest which accrued on the Mortgage Loans in the prior calendar
month at their Adjusted Net Maximum Mortgage Rates minus the amount of any
Net
Swap Payment and Swap Termination Payment (other than any Swap Termination
Payment resulting from a Swap Provider Trigger Event) made to the Swap Provider
plus the amount of any Net Swap Payment and Swap Termination Payment made by
the
Swap Provider and (2) the denominator of which is equal to the sum of (i) the
aggregate Principal Balance of the Mortgage Loans as of the first day of the
month preceding the month in which such Distribution Date occurs and (ii) the
amounts on deposit in the Pre-Funding Accounts.
“Maximum
LTZZ Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 3 Overcollateralization Amount,
in
each case for such Distribution Date, over (ii) Uncertificated Interest on
REMIC
3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular
Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest
LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC
3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTM10, REMIC 3 Regular Interest LTM11 for such Distribution Date, with the
rate
on each such REMIC 2 Regular Interest subject to a cap equal to the lesser
of
(i) LIBOR plus the related Certificate Margin and (ii) the related Net WAC
Rate
provided, however, that solely for this purpose, calculations of the
Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
to
each such REMIC 2 Regular Interest shall be multiplied by a fraction, the
numerator of which is the actual number of days in the Accrual Period and the
denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“Mezzanine
Certificate”: Any Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, 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 Class M-11 Certificates.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“Monthly
Interest Distributable Amount”: With respect to 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).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.01; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: As defined in Section 4.03(a) hereof.
“Moody's”:
▇▇▇▇▇'▇ Investors Service, Inc. or its successor in interest.
“Mortgage”:
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.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01, Section 2.03(d) or Section 2.08 as from time to time held as
a
part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement among the Originator, the Sellers and
the Depositor, regarding the transfer of the Mortgage Loans by the Sellers
to or
at the direction of the Depositor, substantially in the form attached hereto
as
Exhibit C.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 2
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Exhibit D, as supplemented by each schedule
of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument.
The
Mortgage Loan Schedule shall be prepared by the Originator and shall set forth
the following information with respect to each Mortgage Loan, as
applicable:
(1)
the
Mortgage Loan identifying number;
(2)
[reserved];
(3)
the
state
and zip code of the Mortgaged Property;
|
(4)
|
a
code indicating whether the Mortgaged Property was represented by
the
borrower, at the time of origination, as being
owner-occupied;
|
(5)
the
type
of Residential Dwelling constituting the Mortgaged Property;
(6)
the
original months to maturity;
|
(7)
|
the
stated remaining months to maturity from the Cut-off Date (or Subsequent
Cut-off Date, with respect to a Subsequent Mortgage Loan) based on
the
original amortization schedule;
|
(8)
the
Loan-to-Value Ratio at origination;
|
(9)
|
the
Mortgage Rate in effect immediately following the Cut-off Date (or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
|
|
(10)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
(11)
the
stated maturity date;
(12)
the
amount of the Monthly Payment at origination;
|
(13)
|
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
|
|
(14)
|
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
(15)
the
original principal amount of the Mortgage Loan;
|
(16)
|
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date (or Subsequent Cut-off Date, with respect to
a
Subsequent Mortgage Loan);
|
|
(17)
|
a
code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, rate/term refinancing, cash-out
refinancing);
|
(18)
the
Mortgage Rate at origination;
|
(19)
|
a
code indicating the documentation program (i.e.,
full documentation, limited documentation, stated income
documentation);
|
(20)
the
risk
grade;
(21)
the
Value
of the Mortgaged Property;
(22)
the
sale
price of the Mortgaged Property, if applicable;
|
(23)
|
the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
|
(24)
the
type
and term of the related Prepayment Charge;
(25)
the
rounding code;
(26)
the
program code;
(27)
a
code
indicating the lien priority for Mortgage Loans;
|
(28)
|
with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage
Rate;
|
|
(29)
|
with
respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
Rate;
|
(30)
with
respect to each Adjustable Rate Mortgage Loan, the Gross Margin;
|
(31)
|
with
respect to each Adjustable Rate Mortgage Loan, the next Adjustment
Date;
|
|
(32)
|
with
respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
Cap;
|
(33)
the
credit score (“FICO”) of such Mortgage Loan;
(34)
the
total
amount of points and fees charged such Mortgage Loan;
|
(35)
|
a
code indicating whether such Mortgage Loan is covered under the PMI
Policy; and
|
|
(36)
|
the
PMI Premium Mortgage Rate of such Mortgage
Loan.
|
The
Mortgage Loan Schedule shall set forth the following information, with respect
to the Mortgage Loans in the aggregate and for each Loan Group as of the Cut-off
Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan):
(1) the number of Mortgage Loans (separately identifying the number of
Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans);
(2)
the current Stated Principal Balance of the Mortgage Loans; (3) the weighted
average Mortgage Rate of the Mortgage Loans and (4) the weighted average
maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from
time to time by the Originator in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage Loan, the Cut-off
Date shall refer to the related Cut-off Date for such Mortgage Loan, determined
in accordance with the definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof and as supplemented by any
Subsequent Mortgage Loans identified on each schedule of Subsequent Mortgage
Loans attached to a Subsequent Transfer Instrument.
“Mortgage
Rate”: With respect to each Fixed Rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable Rate Mortgage Loan,
the
annual rate at which interest accrues on such Mortgage Loan from time to time
in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan) shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage
Rate in effect immediately following the Cut-off Date (or Subsequent Cut-off
Date, with respect to a Subsequent Mortgage Loan) and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date, to equal the sum, rounded to the next highest or nearest 0.125%
(as provided in the Mortgage Note), of the Index, determined as set forth in
the
related Mortgage Note, plus the related Gross Margin subject to the limitations
set forth in the related Mortgage Note. With respect to each Mortgage Loan
that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of the
date
such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
Servicing Fees and any other accrued and unpaid servicing fees received and
retained in connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and (b)
the
excess of (x) Available Funds for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Monthly Interest Distributable Amounts for
the
Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest
Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance
Amount.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
as of any date of determination, a per annum rate of interest equal to the
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate.
“Net
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment, and in the case
of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over the
related Compensating Interest.
“Net
WAC
Rate”: With respect to each Distribution Date and the Certificates, a
per
annum
rate (subject to adjustment based on the actual number of days elapsed in the
related Accrual Period) equal to a fraction, expressed as a percentage, (1)
the
numerator of which is equal to the product of (I) for each of the first three
Distribution Dates, (A) 12 multiplied by (B) the amount of interest which
accrued on the Initial Mortgage Loans in the prior calendar month at their
Adjusted Net Mortgage Rates minus the amount of any Net Swap Payment and Swap
Termination Payment (other than any Swap Termination Payment resulting from
a
Swap Provider Trigger Event) made to the Swap Provider and (II) thereafter,
(A)
12 multiplied by (B) the amount of interest which accrued on the Mortgage Loans
in the prior calendar month at their Adjusted Net Mortgage Rates minus the
amount of any Net Swap Payment and Swap Termination Payment (other than any
Swap
Termination Payment resulting from a Swap Provider Trigger Event) made to the
Swap Provider and (2) the denominator of which is equal to the sum of (i) the
aggregate Principal Balance of the Mortgage Loans as of the first day of the
month preceding the month in which such Distribution Date occurs and (ii) the
amounts on deposit in the Pre-Funding Accounts. For
federal income tax purposes, such rate shall be a rate per annum (adjusted
for
the actual number of days elapsed in the related Accrual Period) equal to the
weighted average of the Uncertificated REMIC 3 Pass-Through Rates on the REMIC
3
Regular Interests (other than REMIC 3 Regular Interest LTIO), weighted on the
basis of the Uncertificated Principal Balance of each such REMIC II Regular
Interest.
“Net
WAC
Rate Carryover Amount”: 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.
“Net
WAC
Rate Carryover Reserve Account”: The reserve account established and maintained
pursuant to Section 3.28.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the right
to renegotiate the terms of such lease.
“NIMS
Insurer”: 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.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Servicer, will not be ultimately recoverable from
Late
Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
on such Mortgage Loan or REO Property as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date, with respect to the Class C
Interest, the aggregate of the Uncertificated Principal Balances of the REMIC
3
Regular Interests (other than REMIC 3 Regular Interest LTIO and REMIC 3 Regular
Interest LTP).
“Offered
Certificates”: 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 offered to the public
pursuant to the Prospectus Supplement.
“Officers'
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries or Servicing Officers of the Servicer, the Originator
or
the Depositor, as applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer, acceptable to the Trustee,
except that any opinion of counsel relating to (a) the qualification of any
REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion
of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Servicer or the NIMS
Insurer may opt to terminate the Trust Fund pursuant to Section
10.01.
“Original
Class Certificate Principal Balance”: With respect to the Class A Certificates,
the 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.
“Original
Notional Amount”: With respect to the Class C Interest,
$1,500,000,000.00.
“Original
Group I Pre-Funded Amount”: The amount deposited by the Depositor in the Group I
Pre-Funding Account on the Closing Date, which amount is
$185,365,645.51.
“Original
Group II Pre-Funded Amount”: The amount deposited by the Depositor in the Group
II Pre-Funding Account on the Closing Date, which amount is
$214,634,606.35.
“Original
Pre-Funded Amounts”: The Original Group I Pre-Funded Amount and the Original
Group II Pre-Funded Amount.
“Originator”:
Option One Mortgage Corporation, a California corporation, or its successor
in
interest, in its capacity as originator under the Mortgage Loan Purchase
Agreement.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (after giving effect to distributions in
respect of the Group I Basic Principal Distribution Amount and the Group II
Basic Principal Distribution Amount on such Distribution Date).
“Overcollateralization
Floor”: With respect to the Mezzanine Certificates, $7,500,000.00.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to any Distribution Date, prior to the Stepdown
Date will be 0.65%
of the
sum of (i) the aggregate Principal Balance of the Initial Mortgage Loans as
of
the Cut-off Date and (ii) the amounts on deposit in the Pre-Funding Accounts
on
the Closing 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 1.30% 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 sum of (i) the aggregate Principal Balance of the Initial Mortgage Loans
as
of the Cut-off Date and (ii) the amounts on deposit in the Pre-Funding Accounts
on the Closing 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.
“Overcollateralized
Amount”: 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) and any funds on deposit in the Pre-Funding Accounts on the related
Distribution Date 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).
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to any Class of 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 3 Regular Interest LTP and (ii)
interest on the Uncertificated Principal Balance of each REMIC 3 Regular
Interest listed in clause (y) at a rate equal to the related Uncertificated
REMIC 3 Pass-Through Rate minus the Marker Rate and the denominator of which
is
(y) the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interests
▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, LTIIA2, LTIIA3, LTIIA4, LTM1, 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 3 Regular Interest LTIO for such Distribution Date.
REMIC
7
Regular Interest SWAP-IO shall not have a Pass-Through Rate, but interest for
such Regular Interest and each Distribution Date shall be an amount equal to
100% of the amounts distributable to the Class SWAP-IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance or Notional Amount represented by such Certificate
and the denominator of which is the Original Class Certificate Principal Balance
or initial Notional Amount of the related Class. With respect to a Residual
Certificate, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate; provided,
however,
that
the sum of all such percentages for each such Class totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the 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:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
demand and time deposits in, certificates of deposit of, bankers' acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in the highest available rating
category of ▇▇▇▇▇’▇ and S&P and provided that each such investment has an
original maturity of no more than 365 days; and provided further that, if the
only Rating Agency is S&P and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations of
such
subsidiary are not separately rated, the applicable rating shall be that of
the
bank holding company; and, provided further that, if the original maturity
of
such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating of
such
institution shall be A-1+ in the case of S&P if S&P is the Rating
Agency; and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated A-1+ by S&P, A2 or higher by
▇▇▇▇▇’▇, 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) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by a Rating Agency in its highest long-term unsecured rating
category at the time of such investment or contractual commitment providing
for
such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by a Rating
Agency in its highest short-term unsecured debt rating available at the time
of
such investment;
(vi) units
of
money market funds, including those managed or advised by the Trustee or its
Affiliates, that have been rated “AAA” by S&P and “Aaa” by ▇▇▇▇▇'▇;
and
(vii) 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.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, ▇▇▇▇▇ 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.
“PMI
Insurer”: Mortgage Guaranty Insurance Corporation, a Wisconsin stock insurance
corporation, or its successors in interest.
“PMI
Mortgage Loans”: The list of Mortgage Loans insured by the PMI Insurer attached
hereto on the Mortgage Loan Schedule.
“PMI
Premium”: The
amount payable to the PMI Insurer on each Distribution Date, which amount shall
equal one twelfth of the product of (i) the PMI Premium Rate, multiplied by
(ii)
the aggregate Stated Principal Balance of the PMI Mortgage Loans and any related
REO Properties as of the first day of the related Due Period (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) plus any
applicable premium taxes on PMI Mortgage Loans located in West Virginia and
Kentucky.
“PMI
Premium Rate”: 1.00%
per
annum.
“PMI
Policy”: The
Mortgage Guaranty Master Policy (#22-400-4-3654) with respect to the PMI
Mortgage Loans, including all endorsements thereto dated the Closing Date,
issued by the PMI Insurer and the Terms Letter, dated October 20, 2006, among
the PMI Insurer, the Servicer and the Trustee.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans in both Loan Groups as of such date.
“Pre-Funding
Accounts”: The Group I Pre-Funding Account and the Group II Pre-Funding
Account.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges, fees, penalties or
premiums, if any, due in connection with a full or partial prepayment of such
Mortgage Loan in accordance with the terms thereof (other than any Servicer
Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall be prepared by the Servicer (in its capacity as
Originator) and set forth the following information with respect to each
Prepayment Charge:
|
(i)
|
the
Mortgage Loan identifying number;
|
|
(ii)
|
a
code indicating the type of Prepayment
Charge;
|
|
(iii)
|
the
state of origination of the related Mortgage
Loan;
|
|
(iv)
|
the
date on which the first monthly payment was due on the related Mortgage
Loan;
|
|
(v)
|
the
term of the related Prepayment Charge;
and
|
|
(vi)
|
the
principal balance of the related Mortgage Loan as of the Cut-off
Date (or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan).
|
The
Prepayment Charge Schedule shall be amended from time to time by the Servicer
in
accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Servicer to the NIMS
Insurer.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion of
the
related Prepayment Period occurring between the first day and the Determination
Date of the calendar month in which such Distribution Date occurs, an amount
equal to interest (to the extent received) at the applicable Net Mortgage Rate
on the amount of such Principal Prepayment for the number of days commencing
on
the first day of the calendar month in which such Distribution Date occurs
and
ending on the date on which such prepayment is so applied.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a Principal Prepayment in full during the portion
of the related Prepayment Period occurring between the first day of the related
Prepayment Period and the last day of the calendar month preceding the month
in
which such Distribution Date occurs, an amount equal to one month's interest
on
the Mortgage Loan less any payments made by the Mortgagor. The obligations
of
the Servicer in respect of any Prepayment Interest Shortfall are set forth
in
Section 3.24.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the day
after the Determination Date in the calendar month preceding the calendar month
in which such Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on October 1, 2006) and ending on the
Determination Date of the calendar month in which such Distribution Date
occurs.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus
all
collections credited against the Principal Balance of any such Mortgage Loan.
For purposes of this definition, a Liquidated Mortgage Loan shall be deemed
to
have a Principal Balance equal to the Principal Balance of the related Mortgage
Loan as of the final recovery of related Liquidation Proceeds and a Principal
Balance of zero thereafter. As to any REO Property and any day, the Principal
Balance of the related Mortgage Loan immediately prior to such Mortgage Loan
becoming REO Property minus any REO Principal Amortization received with respect
thereto on or prior to such day.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of (i) the
Group I Principal Remittance Amount and (ii) the Group II Principal Remittance
Amount.
“Prospectus
Supplement”: That certain Prospectus Supplement dated October 19, 2006 relating
to the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, and as confirmed by an Officers'
Certificate from the Servicer to the Trustee, an amount equal to the sum of
(i)
100% of the Stated Principal Balance thereof as of the date of purchase, (ii)
in
the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
Balance at the applicable Mortgage Rate in effect from time to time from the
Due
Date as to which interest was last covered by a payment by the Mortgagor or
an
advance by the Servicer, which payment or advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar
month
in which the purchase is to be effected, and (y) an REO Property, the sum of
(1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest was
last
covered by a payment by the Mortgagor or an advance by the Servicer through
the
end of the calendar month immediately preceding the calendar month in which
such
REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer, the 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.
“Qualified
Insurer”: Any insurance company acceptable to ▇▇▇▇▇▇ ▇▇▇.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement or the Mortgage Loan Purchase
Agreement which must, on the date of such substitution, (i) have an outstanding
principal balance (or in the case of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an aggregate principal balance), after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of, and not more than 5%
less
than, the outstanding principal balance of the Deleted Mortgage Loan as of
the
Due Date in the calendar month during which the substitution occurs, (ii) have
a
Mortgage Rate not less than (and not more than one percentage point in excess
of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Maximum
Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage
Loan, (iv) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage
Rate of the Deleted Mortgage Loan, (v) if the Qualified Substitute Mortgage
Loan
is an Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or greater
than the Gross Margin of the Deleted Mortgage Loan, (vi) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage Loan,
(viii) be current as of the date of substitution, (ix) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading
determined by the Originator at least equal to the risk grading assigned on
the
Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the
Originator in accordance with the same underwriting criteria and guidelines
as
the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least
equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii)
conform to each representation and warranty set forth in Section 3.01 of the
Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan, (xiv)
have the same Due Date as the Deleted Mortgage Loan, (xv) be
covered by the PMI Policy if the Deleted Mortgage Loan was covered by the PMI
Policy and (xvi) not be a Convertible Mortgage Loan unless that Deleted Mortgage
Loan was a Convertible Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clauses (ii) through (vi)
hereof shall be satisfied for each such mortgage loan, the risk gradings
described in clause (x) hereof shall be satisfied as to each such mortgage
loan,
the terms described in clause (vii) hereof shall be determined on the basis
of
weighted average remaining term to maturity (provided that no such mortgage
loan
may have a remaining term to maturity longer than the Deleted Mortgage Loan),
the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied
as
to each such mortgage loan and, except to the extent otherwise provided in
this
sentence, the representations and warranties described in clause (xii) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be.
“Rating
Agency or Rating Agencies”: ▇▇▇▇▇’▇ and S&P or their successors. If such
agencies or their successors are no longer in existence, “Rating Agencies” shall
be such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, notice of which designation shall be
given
to the Trustee and Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage
Loan.
“Record
Date”: With respect to (i) the Class P Certificates, the Class C Certificates
and the Residual Certificates, the Close of Business on the last Business Day
of
the calendar month preceding the month in which the related Distribution Date
occurs and (ii) with respect to the Class A Certificates 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.
“Relevant
Servicing Criteria”: The
Servicing Criteria applicable to the various parties, as set forth on Exhibit
S
attached hereto. For clarification purposes, multiple parties can have
responsibility for the same Relevant Servicing Criteria.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Depositor, the Originator or the Servicer or any affiliate thereof and
(iii)
which have been designated as such by the Depositor; provided,
however,
that if
fewer than two of such banks provide a LIBOR rate, then any leading banks
selected by the Depositor which are engaged in transactions in United States
dollar deposits in the international Eurocurrency market.
“Regular
Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C
Certificates or Class P Certificates.
“Regulation
AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
“Relief
Act”: The Servicemembers Civil Relief Act.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of the
application of the Relief Act or any similar state law, the amount by which
(i)
interest collectible on such Mortgage Loan during such Due Period is less than
(ii) one month's interest on the Stated Principal Balance of such Mortgage
Loan
at the Mortgage Rate for such Mortgage Loan before giving effect to the
application of the Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies, required to be maintained pursuant to this Agreement and
any
proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase
Agreement or the Assignment Agreements (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 Pre-Funding Accounts, any Subsequent Mortgage Loan Interest,
the
Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental
Interest Trust, the Interest Rate Swap Agreement or any Servicer Prepayment
Charge Payment Amounts.
“REMIC
1
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a Regular Interest
in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The following is
a
list of each of the REMIC 1 Regular Interests: REMIC 1 Regular Interest LT1,
REMIC 1 Regular Interest LT1PF, REMIC 1 Regular Interest LT2 and REMIC 1 Regular
Interest LT2PF.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC 3,
as
holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-2 Interest, pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
2
Regular Interest”: Any 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, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of REMIC 4, as
holder of the REMIC 3 Regular Interests and the Class R Certificate (in respect
of the Class R-3 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
“REMIC
3
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the sum of the aggregate Stated Principal
Balance of the Mortgage Loans and (ii) the Uncertificated REMIC 3 Pass-Through
Rate for REMIC 3 Regular Interest LTAA minus the Marker Rate, divided by (b)
12.
“REMIC
3
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
3
Overcollateralized Amount”: With respect to any date of determination, (i) 1.00%
of the aggregate Uncertificated Principal Balance of the REMIC 3 Regular
Interests (other than REMIC 3 Regular Interest LTP) minus (ii) the aggregate
of
the Uncertificated Principal Balances of REMIC 3 Regular Interest LTIA1, REMIC
3
Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9, REMIC 3 Regular Interest LTM10 and REMIC 3 Regular Interest
LTM11, in each case as of such date of determination.
“REMIC
3
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the sum of the aggregate Stated Principal
Balance of the Mortgage Loans and 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 3 Regular Interest LTIA1, REMIC
3
Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11
and the denominator of which is the aggregate of the Uncertificated Principal
Balances of REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1,
REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3
Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest
LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3
Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest
LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3
Regular Interest LTM10, REMIC 3 Regular Interest LTM11 and REMIC 3 Regular
Interest LTZZ.
“REMIC
3
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and designated as a Regular Interest
in
REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the related
Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC 3 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 3 Regular
Interests: REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1, REMIC
3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11,
REMIC 3 Regular Interest LTZZ, REMIC 3 Regular Interest LTP and REMIC 3 Regular
Interest LTIO, each of which is a separate non-certificated beneficial ownership
interests in REMIC 3.
“REMIC
4”: The segregated pool of assets consisting of all of the REMIC 3 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-4 Interest), pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
“REMIC
4
Regular Interests”: Any Class A Certificate, Mezzanine Certificate, Class C
Interest, Class P Interest or Class SWAP-IO Interest.
“REMIC
5”: 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-5 Interest), pursuant
to Section 2.07, and all amounts deposited therein, with respect to which a
separate REMIC election is to be made.
“REMIC
6”: The segregated pool of assets consisting of the Class 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-6 Interest),
pursuant
to Section 2.07, and all amounts deposited therein, with respect to which a
separate REMIC election is to be made.
“REMIC
7”: 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 7
Regular Interest SWAP-IO and the Class R-X Certificate (in respect of the Class
R-7 Interest), pursuant to Section 2.07, and all amounts deposited therein,
with
respect to which a separate REMIC election is to be made.
“REMIC
7
Regular Interest”: REMIC 7 Regular Interest SWAP-IO.
“REMIC
7
Regular Interest SWAP-IO”: The non-certificated beneficial ownership interest in
REMIC 7 issued hereunder and designated as a Regular Interest in REMIC 7. REMIC
7 Regular Interest SWAP-IO shall be entitled to 100% of amounts distributed
in
respect of The Class SWAP-IO Interest.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interests”: The REMIC 2 Regular Interests, REMIC 3 Regular Interests,
the Class C Interest, Class P Interest or Class SWAP-IO Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trustee and the
NIMS Insurer pursuant to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month's interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of such
REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion of
the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
to
Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage Loan
and unreimbursed Servicing Advances and Advances in respect of such REO Property
or the related Mortgage Loan, over (b) the REO Imputed Interest in respect
of
such REO Property for such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Reportable
Event”: As defined in Section 3.25(a)(ii).
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the 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.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
▇▇▇▇▇▇ ▇▇▇ eligible condominium project, (iv) a manufactured home, or (v) a
detached one-family dwelling in a planned unit development, none of which is
a
mobile home.
“Residual
Certificate”: Any Class R Certificates or Class R-X Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the 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.
“S&P”:
Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc., or its successor in interest.
“▇▇▇▇▇▇▇▇-▇▇▇▇▇
Act”: The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any published interpretations
thereof by the Commission’s staff).
“▇▇▇▇▇▇▇▇-▇▇▇▇▇
Certification”: As defined in Section 3.25(a)(iii).
“Seller”:
Any one or all of: (i) Option One Mortgage Corporation, a California
corporation, (ii) Option One Mortgage Capital Corporation, a Delaware
corporation or (iii) Option One Owner Trust 2001-1A, Option One Owner Trust
2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option
One Owner Trust 2003-4, Option One Owner Trust 2003-5, Option One Owner Trust
2005-6, Option One Owner Trust 2005-7, Option One Owner Trust 2005-8 and/or
Option One Owner Trust 2005-9, each a Delaware statutory trust.
“Senior
Credit Enhancement Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate Certificate
Principal Balance of the Mezzanine Certificates and the Class C Certificates,
and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans and any amounts in the Pre-Funding Accounts, calculated prior
to
taking into account payments of principal on the Mortgage Loans and distribution
of the Group I Principal Distribution Amount and the Group II Principal
Distribution Amount to the Holders of the Certificates then entitled to
distributions of principal on such Distribution Date.
“Servicer”:
Option One Mortgage Corporation, a California corporation, or any successor
servicer appointed as herein provided, in its capacity as Servicer
hereunder.
“Servicer
Affiliate”: A Person (i) controlling, controlled by or under common control with
the Servicer or which is 50% or more owned by the Servicer and (ii) which is
qualified to service residential mortgage loans.
“Servicer
Event of Termination”: One or more of the events described in Section
7.01.
“Servicer
Optional Purchase Delinquency Trigger”: A Servicer Optional Purchase Delinquency
Trigger has occurred with respect to a Distribution Date if the Delinquency
Percentage exceeds 35.00% of the Senior Credit Enhancement
Percentage.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the Business Day prior
to such Distribution Date.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Servicer in the performance of its servicing obligations, including, but not
limited to, the cost of (i) the preservation, restoration, inspection and
protection of the Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of
the
REO Property and (iv) compliance with the obligations under Sections 3.01,
3.09,
3.16, and 3.23.
“Servicing
Criteria”: As set forth in Exhibit S hereto.
“Servicing
Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one month's interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full or in part made by the Mortgagor
during such calendar month, interest for the number of days covered by such
payment of interest) at the Servicing Fee Rate on the same principal amount
on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: 0.30% per annum for the first 10 Due Periods, 0.40% per annum for the
11th
through
30th
Due
Periods and 0.65% per annum for all Due Periods thereafter.
“Servicing
Officer”: Any employee or officer of the Servicer involved in, or responsible
for, the administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Trustee and the Depositor on the Closing Date, as such list may from time
to
time be amended.
“Servicing
Transfer Costs”: 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.
“Significance
Percentage”: The percentage equivalent of a fraction, the numerator of which is
(I) the present value (such calculation of present value using the two-year
swaps rate made available at Bloomberg Financial Markets, L.P.) of the aggregate
amount payable under the Interest Rate Swap Agreement (assuming that one-month
LIBOR for each remaining Calculation Period (as defined in the Interest Rate
Swap Agreement) beginning with the Calculation Period immediately following
the
related Distribution Date is equal to the sum of (a) the one-month LIBOR rate
for each remaining Calculation Period made available at Bloomberg Financial
Markets, L.P. by taking the following steps: (1) typing in the following
keystrokes: fwcv <go>, us <go>, 3 <go>; (2) the Forwards shall
be set to “1-Mo”; (3) the Intervals shall be set to “1-Mo”; and (4) the Points
shall be set to equal the remaining term of the Interest Rate Swap Agreement
in
months and the Trustee shall click <go> (provided that the Depositor shall
notify the Trustee in writing of any changes to such keystrokes), (b) the
percentage equivalent of a fraction, the numerator of which is 5.00% and the
denominator of which is the initial number of Distribution Dates on which the
Trustee is entitled to receive payments under the Interest Rate Swap Agreement
(the “Add-On Amount”) and (c) the Add-On Amount for each previous period) and
the denominator of which is (II) the aggregate Certificate Principal Balance
of
the Class A Certificates and the Mezzanine Certificates on such Distribution
Date (after giving effect to all distributions on such Distribution
Date).
“Special
Servicer Trigger Event”: As defined in Section 3.13.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage Loan
as
of the Cut-off Date (or the Subsequent Cut-off Date, as applicable), 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 (or the
Subsequent Cut-off Date, as applicable), to the extent received from the
Mortgagor or advanced by the Servicer and distributed pursuant to Section 4.01
on or before such date of determination, (ii) all Principal Prepayments received
after the Cut-off Date (or the Subsequent Cut-off Date, as applicable), to
the
extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a
result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up to
but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The earlier to occur of (a) the first Distribution Date after 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 November
2009 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 44.90%.
“Subordinate
Certificates”: Any Class A Certificate, Mezzanine Certificate or Class C
Certificate.
“Subsequent
Cut-off Date”: With respect to those Subsequent Mortgage Loans sold to the Trust
Fund pursuant to a Subsequent Transfer Instrument, the later of (i) first day
of
the month in which the related Subsequent Transfer Date occurs or (ii) the
date
of origination of such Mortgage Loan.
“Subsequent
Group I Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group
I.
“Subsequent
Group II Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group
II.
“Subsequent
Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant
to Section 2.08, such Mortgage Loan being identified on the Mortgage Loan
Schedule attached to a Subsequent Transfer Instrument.
“Subsequent
Mortgage Loan Interest”: Any amount constituting a monthly payment of interest
received or advanced at the Net Mortgage Rate with respect to (i) a Subsequent
Group I Mortgage Loan during the Due Period relating to the first three
Distribution Date in excess of 0.00% per annum and (ii) a Subsequent Group
II
Mortgage Loan during the Due Period relating to the first three Distribution
Date in excess of 0.00% per annum. The Subsequent Mortgage Loan Interest shall
be distributable to the Class C Certificates. The Subsequent Mortgage Loan
Interest shall not be an asset of any REMIC.
“Subsequent
Mortgage Loan Purchase Agreements”: The agreements among the Depositor, the
Originator and the Sellers, regarding the transfer of the Subsequent Mortgage
Loans by the Sellers to the Depositor.
“Subsequent
Recoveries”: As of any Distribution Date, unexpected amounts received by the
Servicer (net of any related expenses permitted to be reimbursed pursuant to
Section 3.10) specifically related to a Mortgage Loan that was the subject
of a
liquidation or an REO Disposition prior to the related Prepayment Period that
resulted in a Realized Loss.
“Subsequent
Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on
which the related Subsequent Mortgage Loans are sold to the Trust
Fund.
“Subsequent
Transfer Instrument”: Each Subsequent Transfer Instrument, dated as of a
Subsequent Transfer Date, executed by the Trustee and the Depositor
substantially in the form attached hereto as Exhibit P, by which Subsequent
Mortgage Loans are transferred to the Trust Fund.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub-Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the applicable
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.05(a).
“Swap
Administration Agreement”: As defined in Section 4.05(b).
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.05. The Swap Account must be an Eligible Account.
“Swap
Administrator”: ▇▇▇▇▇ Fargo Bank, N.A., a national banking association, or its
successor in interest, or any successor Swap Administrator appointed pursuant
to
the Swap Administration Agreement.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to a
discrepancy between the Uncertificated Notional Amount of the Class Swap-IO
Interest and the scheduled notional amount pursuant to the Swap Administration
Agreement.
“Swap
LIBOR”: A per annum rate equal to the floating rate payable by the Swap Provider
under the Interest Rate Swap Agreement.
“Swap
Provider”: Bear ▇▇▇▇▇▇▇ Financial Products Inc.
“Swap
Provider Trigger Event”: 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.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Prepayment Assumption”: The prepayment assumption provided by the Depositor and
as disclosed in the Prospectus Supplement.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the 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.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01 hereof.
“Three
Month Rolling Delinquency Percentage”: With respect to the Mortgage Loans and
any Distribution Date, the average for the three most recent calendar months
of
the fraction, expressed as a percentage, the numerator of which is (x) the
sum
(without duplication) of the aggregate of the Stated Principal Balances of
all
Mortgage Loans that are (i) 60 or more days Delinquent, (ii) in bankruptcy
and
60 or more days Delinquent, (iii) in foreclosure and 60 or more days Delinquent
or (iv) REO Properties, and the denominator of which is (y) the sum of the
Stated Principal Balances of the Mortgage Loans, in the case of both (x) and
(y), as of the Close of Business on the last Business Day of each of the three
most recent calendar months.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(a) the
Delinquency Percentage exceeds 35.60%
of the
Senior Credit Enhancement Percentage or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (after reduction for all Subsequent
Recoveries received from the Cut-off Date through the Prepayment Period) divided
by the aggregate principal balance of the Initial Mortgage Loans as of the
Cut-off Date plus the Original Pre-Funded Amounts exceeds the applicable
percentages set forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
November
2008 - October 2009
|
1.45%
for July 2008, plus 1/12 of 1.75% thereafter
|
|
November
2009 - October 2010
|
3.20%
for July 2009, plus 1/12 of 1.80% thereafter
|
|
November
2010 - October 2011
|
5.00%
for July 2010, plus 1/12 of 1.40% thereafter
|
|
November
2011 - October 2012
|
6.40%
for July 2011, plus 1/12 of 0.70% thereafter
|
|
November
2012 and thereafter
|
7.10%
|
“Trust”:
Option One Mortgage Loan Trust 2006-3, the trust created hereunder.
“Trust
Fund”: All of the assets of the Trust, which the trust created hereunder
consisting of REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7, the Net
WAC
Rate Carryover Reserve Account, the Servicer Prepayment Charge Payment Amounts,
Pre-Funding Accounts, any Subsequent Mortgage Loan Interest, distributions
made
to the Trustee by the Swap Administrator under the Swap Administration
Agreement.
“Trust
REMIC”: Each of REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC
7.
“Trustee”:
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, or any successor trustee
appointed as herein provided.
“Trustee
Fee”: 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)
and any amounts in the Pre-Funding Accounts 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).
“Trustee
Fee Rate”: 0.0030%
per annum.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month's interest at the related
Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of
such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 3 Regular Interest LTIO and (a) each of
the first 70 Distribution Dates, the aggregate Uncertificated Principal Balance
of REMIC 2 Regular Interest I-1-A and (b) thereafter $0.00.
With
respect to the Class SWAP-IO Interest and any Distribution Date, an amount
equal
to the Uncertificated Notional Amount of the REMIC 3 Regular Interest
LTIO.
“Uncertificated
Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate, Uncertificated
REMIC 2 Pass-Through Rate or Uncertificated REMIC 3 Pass-Through
Rate.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest (other than
REMIC 3 Regular Interest LTIO), the amount of such REMIC Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest (other than
REMIC 3 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 3 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 3 Regular Interest over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, Mezzanine Certificates and the
Class P Interest then outstanding.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest LT1 (i) the
first three Distribution Dates, the weighted average of the Adjusted Net
Mortgage Rates of the Initial Group I Mortgage Loans and (ii) thereafter, the
weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage
Loans. With respect to REMIC 1 Regular Interest LT2, and (i) the first three
Distribution Dates, the weighted average of the Adjusted Net Mortgage Rates
of
the Initial Group II Mortgage Loans and (ii) thereafter, the weighted average
of
the Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect
to
REMIC 1 Regular Interest LT1PF and (i) the first three Distribution Dates,
0.00%
and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates
of
the Group I Mortgage Loans. With respect to REMIC 1 Regular Interest LT2PF
and
(i) the first three Distribution Dates, 0.00% and (ii) thereafter, the weighted
average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest I-1-C, a
per annum rate equal to the weighted average of the Uncertificated REMIC 1
Pass-Through Rates on the REMIC 1 Regular Interests (weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest).
With respect to each REMIC 2 Regular Interest ending with the designation “A”, a
per annum rate equal to the weighted average of the Uncertificated REMIC 1
Pass-Through Rates on the REMIC 1 Regular Interests (weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest)
multiplied by 2, subject to a maximum rate of 10.170%. With respect to each
REMIC 2 Regular Interest ending with the designation “B”, the greater of (x) a
per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
average of the Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular
Interests (weighted on the basis of the Uncertificated Principal Balance of
each
such REMIC 1 Regular Interest) over (ii) 10.170% and (y) 0.00%.
“Uncertificated
REMIC 3 Pass-Through Rate”: With respect to REMIC 3 Regular Interest LT-AA,
REMIC
3
Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular
Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest
LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC
3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTM10, REMIC 3 Regular Interest LTM11 and
REMIC
3 Regular Interest LT-ZZ and REMIC 3 Regular Interest LT-P, a
per
annum rate (but not less than zero) equal to the weighted average of (w) with
respect to REMIC 2 Regular Interest I-1-C, the Uncertificated REMIC 2
Pass-Through Rate for such REMIC 2 Regular Interest for each such Distribution
Date, weighted on the basis of the Uncertificated Principal Balance of such
REMIC 2 Regular Interest for each such Distribution Date, (x) with respect
to
REMIC 2 Regular Interest I-1-B, the Uncertificated REMIC 2 Pass-Through Rate
for
such REMIC 2 Regular Interest, weighted on the basis of the Uncertificated
Principal Balance of such REMIC 2 Regular Interest for each such Distribution
Date and (y) with respect to REMIC 2 Regular Interest I-1-A, and (i) the first
Distribution Date, the Uncertificated REMIC 2 Pass-Through Rate for such REMIC
2
Regular Interest for each such Distribution Date, and (ii) the second through
the 70th
Distribution Date, 2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC 2 Pass-Through Rate, and (iii) thereafter, the
Uncertificated REMIC 2 Pass-Through Rate.
With
respect to REMIC 3 Regular Interest LTIO and (a) the first Distribution Date,
the excess of (i) the weighted average of the Uncertificated REMIC 2
Pass-Through Rates for REMIC 2 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 2 Pass-Through Rates
for REMIC 2 Regular Interests ending with the designation “A” and (b) the second
Distribution Date through the 70th
Distribution Date, the excess of (i) the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests ending with the
designation “A”, over (ii) 2 multiplied by Swap LIBOR and (c) thereafter,
0.00%.
“Underwriters”:
Each of Greenwich Capital Markets, Inc., Banc of America Securities LLC,
Barclays Capital Inc., HSBC Securities (USA) Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc,
▇▇▇▇▇▇ Brothers Inc. and H&R Block Financial Advisors, Inc.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person” or “U.S. Person”: A citizen or resident of the United States, a
corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Residual Certificates, no partnership or other entity treated
as
a partnership for United States federal income tax purposes shall be treated
as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation
for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate the income of
which from sources without the United States is includible in gross income
for
United States federal income tax purposes regardless of its connection with
the
conduct of a trade or business within the United States, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term “United States”
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.
“Unpaid
Interest Shortfall Amount”: With respect to the Class A Certificates and 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.
“Value”:
With respect to any Mortgage Loan, and the related Mortgaged Property, the
lesser of:
|
(i)
|
with
respect to a Mortgage Loan the proceeds of which were used to purchase
the
related mortgaged property, the lesser of (x) the appraised value
of such
mortgaged property based on an appraisal made for the originator
by an
independent fee appraiser at the time of the orgination of the related
Mortgage Loan; provided however, that in accordance with Option One
Underwriting Guidelines, such value may be reduced to reflect the
results
of a review appraisal and (y) the sales price of such mortgaged property
at such time of origination; and
|
|
(ii)
|
with
respect to a Mortgage Loan the proceeds of which were used to refinance
an
existing Mortgage Loan, the appraised value of such mortgaged property
based on an appraisal made for the originator by an independent fee
appraiser at the time of the orgination of the related Mortgage Loan;
provided however, that in accordance with Option One Underwriting
Guidelines, such value may be reduced to reflect the results of a
review
appraisal.
|
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. At all times the Class A Certificates, 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.
| SECTION 1.02. |
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
| SECTION 1.03. |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for each of the Class A Certificates, 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 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
(i) with respect to the Group I Mortgage Loans, to REMIC 1 Regular Interest
LT1
and REMIC 1 Regular Interest LT1PF, in each case to the extent of one month’s
interest at the then applicable respective Uncertificated REMIC 1 Pass-Through
Rate on the respective Uncertificated Principal Balance of each such
Uncertificated REMIC 1 Interest; provided, however, with respect to the first
three Distribution Dates, such amounts relating to the Initial Group I Mortgage
Loans shall be allocated to REMIC 1 Regular Interest LT1 and such amounts
relating to the Subsequent Group I Mortgage Loans shall be allocated to REMIC
1
Regular Interest LT1PF and (ii) with respect to the Group II Mortgage Loans,
to
REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF, in each case
to
the extent of one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such Uncertificated REMIC 1 Interest; provided,
however, with respect to the first three Distribution Dates, such amounts
relating to the Initial Group II Mortgage Loans shall be allocated to REMIC
1
Regular Interest LT2 and such amounts relating to the Subsequent Group II
Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LT2PF.
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
first, to REMIC 2 Regular Interest I-1-C and REMIC 2 Regular Interest I-1-B,
pro
rata
based
on, and to the extent of, one month’s interest at the then applicable
Uncertificated REMIC 2 Pass-Through Rate on the Uncertificated Principal Balance
of each such REMIC 2 Regular Interest, and then, to REMIC 2 Regular Interest
I-1-A, based on, and to the extent of, one month’s interest at the then
applicable Uncertificated REMIC 2 Pass-Through Rate on the Uncertificated
Principal Balance of such REMIC 2 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 3 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 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1, REMIC 3 Regular
Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest
LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC
3
Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest
LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3
Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest
LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11 and REMIC
3
Regular Interest LTZZ, pro
rata
based
on, and to the extent of, one month's interest at the then applicable respective
Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 3 Regular Interest.
| 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.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01. |
Conveyance
of Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse for the benefit of the Certificateholders all the right, title and
interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to (i) each Mortgage Loan identified on the
Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
all interest accruing thereon on and after the Cut-off Date and all collections
in respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) its interest in any insurance policies
(including the PMI Policy) in respect of the Mortgage Loans; (iv) the rights
of
the Depositor under the Mortgage Loan Purchase Agreement, (v) all of the
Depositor’s right, title and interest in any Subsequent Mortgage Loan and any
rights conveyed by the Depositor to the Trustee under any related Subsequent
Transfer Instrument, (vi) all other assets included or to be included in the
Trust Fund, (vii) payments made to the Trustee by the Swap Administrator under
the Swap Administration Agreement and the Swap Account and (viii) all proceeds
of any of the foregoing. Such assignment includes all interest and principal
due
and collected by the Depositor or the Servicer after the Cut-off Date with
respect to the Mortgage Loans.
In
connection with such transfer and assignment, the Depositor, does hereby deliver
to, and deposit with the Trustee, or its designated agent (the “Custodian”), the
following documents or instruments with respect to each Initial Mortgage Loan
so
transferred and assigned and the Originator, on behalf of the Depositor shall,
in accordance with Section 2.08, deliver or caused to be delivered to the
Trustee with respect to each Subsequent Mortgage Loan, the following documents
or instruments (a “Mortgage File”) with respect to each Mortgage Loan so
transferred and assigned:
(i) the
original Mortgage Note, endorsed either (A) in blank, in which case the Trustee
shall cause the endorsement to be completed or (B) in the following form: “Pay
to the order of ▇▇▇▇▇ Fargo Bank, N.A., as Trustee, without recourse”, or with
respect to any lost Mortgage Note, an original Lost Note Affidavit stating
that
the original mortgage note was lost, misplaced or destroyed, together with
a
copy of the related mortgage note; provided,
however,
that
such substitutions of Lost Note Affidavits for original Mortgage Notes may
occur
only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
Balance or the Subsequent 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
or the Subsequent Cut-off Date Principal Balance, as applicable;
(ii) the
original Mortgage with evidence of recording thereon, and the original recorded
power of attorney, if the Mortgage was executed pursuant to a power of attorney,
with evidence of recording thereon;
(iii) an
original Assignment. The Mortgage shall be assigned either (A) in blank or
(B)
to “▇▇▇▇▇ Fargo Bank, N.A., as Trustee, without recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments;
(v) the
original or a certified copy of lender's title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
The
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 (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans) 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 (or
Subsequent Closing Date, with respect to Subsequent Mortgage Loans), of a copy
of each such document certified by the Servicer, in its capacity as Originator,
in the case of (x) above or the applicable public recording office in the case
of (y) above to be a true and complete copy of the original that was submitted
for recording and (2) if such copy is certified by the Servicer, in its capacity
as Originator, delivery to the Trustee or the Custodian, promptly upon receipt
thereof of either the original or a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original. If the original lender's title insurance policy, or a certified copy
thereof, was not delivered pursuant to Section 2.01(v) above, the Servicer,
in
its capacity as Originator, shall deliver or cause to be delivered to the
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 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 Servicer, in its capacity
as
Originator, shall have 120 days to cure such defect or deliver such missing
document to the Trustee or the Custodian. If the Originator does not cure such
defect or deliver such missing document within such time period, the Servicer,
in its capacity as Originator, shall either repurchase or substitute for such
Mortgage Loan in accordance with Section 2.03.
The
Depositor (at the expense of the Servicer, in its capacity as Originator) shall
cause the Assignments which were delivered in blank to be completed and shall
cause all Assignments referred to in Section 2.01(iii) hereof and, to the extent
necessary, in Section 2.01(iv) hereof to be recorded. The Depositor shall be
required to deliver such Assignments for recording within 90 days of the Closing
Date (or Subsequent Transfer Date, with respect to a Subsequent Mortgage Loan).
Notwithstanding the foregoing, however, for administrative convenience and
facilitation of servicing and to reduce closing costs, the Assignments of
Mortgage shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless the Trustee and the
Depositor receive notice that such failure to record would result in a
withdrawal or a downgrading by any Rating Agency of the rating on any Class
of
Certificates; provided, however, each Assignment shall be submitted for
recording by the Depositor in the manner described above, at no expense to
the
Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii)
the occurrence of a Servicer Event of Termination, (iii) the occurrence of
a
bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
if
the Originator is not the Servicer and with respect to any one Assignment the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage, (vi) any Mortgage Loan that is 90 days or more
Delinquent and such recordation would be necessary to facilitate conversion
of
the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable
direction by the 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
Depositor herewith delivers to the Trustee an executed copy of the Mortgage
Loan
Purchase Agreement and the PMI Policy.
The
Servicer shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two weeks of their
execution; provided, however, that the Servicer shall provide the Custodian
with
a certified true copy of any such document submitted for recordation within
two
weeks of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 365
days
of its submission for recordation. In the event that the Servicer cannot provide
a copy of such document certified by the public recording office within such
365
day period, an Officers' Certificate of the Servicer which shall (A) identify
the recorded document, (B) state that the recorded document has not been
delivered to the Custodian due solely to a delay caused by the public recording
office, (C) state the amount of time generally required by the applicable
recording office to record and return a document submitted for recordation,
if
known and (D) specify the date the applicable recorded document is expected
to
be delivered to the Custodian, and, upon receipt of a copy of such document
certified by the public recording office, the Servicer shall immediately deliver
such document to the Custodian. In the event the appropriate public recording
office will not certify as to the accuracy of such document, the Servicer shall
deliver a copy of such document certified by an officer of the Servicer to
be a
true and complete copy of the original to the Custodian.
The
parties hereto understand and agree that it is not intended that any mortgage
loan be included in the Trust that is a high-cost home loan as defined by the
HOEPA or any other applicable predatory or abusive lending laws.
| 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 “Trust Fund” and
declares that it holds and will hold such documents and the other documents
delivered to it constituting a Mortgage File, and that it holds or will hold
all
such assets and such other assets included in the definition of “Trust Fund” in
trust for the exclusive use and benefit of all present and future
Certificateholders.
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 Initial Mortgage Loan or the
Subsequent Transfer Date, with respect to each Subsequent 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 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 Initial Mortgage Loan and the
Subsequent Transfer Date, with respect to each Subsequent 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 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 Servicer. In addition, upon the discovery by the Originator,
the
Depositor, the NIMS Insurer or the Servicer (or upon receipt by the Trustee
of
written notification of such breach) of a breach of any of the representations
and warranties made by the Originator in the Mortgage Loan Purchase Agreement
in
respect of any Mortgage Loan which materially adversely affects such Mortgage
Loan or the interests of the related Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties to this Agreement.
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.
| SECTION 2.03. |
Repurchase
or Substitution of Mortgage Loans by the
Originator.
|
(a) Upon
discovery or receipt of written notice of any materially defective document
in,
or that a document is missing from, a Mortgage File or of the breach by the
Originator 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 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 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.
(b) Within
90
days of the earlier of discovery by the Depositor or receipt of notice by the
Depositor of the breach of any representation, warranty or covenant of the
Depositor set forth in Section 2.06 which materially and adversely affects
the
interests of the Certificateholders in any Mortgage Loan, the Depositor shall
cure such breach in all material respects.
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the last Business
Day
that is within two years after the Closing Date. As to any Deleted Mortgage
Loan
for which the Originator 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 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 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 Servicer will
determine the amount (the “Substitution Adjustment”), if any, by which the
aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the
aggregate, as to each such Qualified Substitute Mortgage Loan, of the principal
balance thereof as of the date of substitution, together with one month's
interest on such principal balance at the applicable Net Mortgage Rate. On
the
date of such substitution, the Originator will deliver or cause to be delivered
to the Servicer for deposit in the Collection Account an amount equal to the
Substitution Adjustment, if any, and the Trustee, upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and certification by the Servicer
of
such deposit, shall release to the Originator 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 “prohibited
transactions” under Section 860F(a)(l) of the Code or on “contributions after
the startup date” under Section 860G(d)(l) of the Code or (b) any REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding. If such
Opinion of Counsel cannot be delivered, then such substitution may only be
effected at such time as the required Opinion of Counsel can be
given.
Upon
discovery by the Originator, the Servicer, the NIMS Insurer or the Trustee
that
any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall within
two Business Days give written notice thereof to the other parties. In
connection therewith, the Originator 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.
| SECTION 2.04. |
Intentionally
Omitted.
|
| SECTION 2.05. |
Representations,
Warranties and Covenants of the
Servicer.
|
The
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:
(i) The
Servicer is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation and has all licenses necessary to
carry on its business as now being conducted and is licensed, qualified and
in
good standing in the states where the Mortgaged Property is located if the
laws
of such state require licensing or qualification in order to conduct business
of
the type conducted by the Servicer or to ensure the enforceability or validity
of each Mortgage Loan; the Servicer has the power and authority to execute
and
deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Servicer and the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement
of
creditors' rights generally; and all requisite corporate action has been taken
by the Servicer to make this Agreement valid and binding upon the Servicer
in
accordance with its terms;
(ii) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer and will not result in the breach
of
any term or provision of the charter or by-laws of the Servicer or result in
the
breach of any term or provision of, or conflict with or constitute a default
under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which the Servicer
or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Servicer or its property
is
subject;
(iii) The
execution and delivery of this Agreement by the Servicer and the performance
and
compliance with its obligations and covenants hereunder do not require the
consent or approval of any governmental authority or, if such consent or
approval is required, it has been obtained;
(iv) This
Agreement, and all documents and instruments contemplated hereby which are
executed and delivered by the Servicer, constitute and will constitute valid,
legal and binding obligations of the Servicer, enforceable in accordance with
their respective terms, except as the enforcement thereof may be limited by
applicable bankruptcy laws and general principles of equity;
(v) [Reserved];
(vi) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement;
(vii) There
is
no action, suit, proceeding or investigation pending or, to its knowledge,
threatened against the Servicer that, either individually or in the aggregate,
(A) may result in any change in the business, operations, financial condition,
properties or assets of the Servicer that might prohibit or materially and
adversely affect the performance by such Servicer of its obligations under,
or
validity or enforceability of, this Agreement, or (B) may result in any material
impairment of the right or ability of the Servicer to carry on its business
substantially as now conducted, or (C) may result in any material liability
on
the part of the Servicer, or (D) would draw into question the validity or
enforceability of this Agreement or of any action taken or to be taken in
connection with the obligations of the Servicer contemplated herein, or (E)
would otherwise be likely to impair materially the ability of the Servicer
to
perform under the terms of this Agreement;
(viii) Neither
this Agreement nor any information, certificate of an officer, statement
furnished in writing or report delivered to the Trustee by the Servicer in
connection with the transactions contemplated hereby contains any untrue
statement of a material fact;
(ix) The
Servicer covenants that its computer and other systems used in servicing the
Mortgage Loans operate in a manner such that the Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement;
(x) The
information set forth in the Prepayment Charge Schedule (including the
Prepayment Charge Summary attached thereto) is complete, true and correct in
all
material respects on the date or dates when such information is furnished and
each Prepayment Charge is permissible and enforceable in accordance with its
terms (except to the extent that the enforceability thereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar laws
affecting creditor's rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) under applicable
federal, state and local law;
(xi) The
Servicer will not waive any Prepayment Charge unless it is waived in accordance
with the standard set forth in Section 3.01; and
(xii) The
Servicer has accurately and fully reported, and will continue to accurately
and
fully report, its borrower credit files to each of the credit repositories
in a
timely manner.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee 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 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 Servicer, the Originator, the NIMS Insurer and the Trustee.
Notwithstanding the foregoing, within 90 days of the earlier of discovery by
the
Servicer or receipt of notice by the Servicer of the breach of the
representation or covenant of the Servicer (in its capacity as Originator)
set
forth in Sections 2.05(x) or 2.05(xi) above which materially and adversely
affects the interests of the Holders of the Class P Certificates in any
Prepayment Charge, the Servicer shall remedy such breach as follows: (a) if
the
representation made by the Servicer (in its capacity as Originator) in Section
2.05(x) above is breached and a Principal Prepayment has occurred in the
applicable Prepayment Period or if a change of law subsequent to the Closing
Date limits the enforceability of a Prepayment Charge (other than in the
circumstances provided in Section 2.05(x) above), the Servicer (in its capacity
as Originator) must pay the amount of the scheduled Prepayment Charge, for
the
benefit of the Holders of the Class P Certificates, by depositing such amount
into the Collection Account, net of any amount previously collected by the
Servicer and paid by the Servicer, for the benefit of the Holders of the Class
P
Certificates, in respect of such Prepayment Charge; and (b) if any of the
covenants made by the Servicer in Section 2.05(xi) above is breached, the
Servicer must pay the amount of such waived Prepayment Charge, for the benefit
of the Holders of the Class P Certificates, by depositing such amount into
the
Collection Account. The foregoing shall not, however, limit any remedies
available to the Certificateholders, the Depositor or the Trustee on behalf
of
the Certificateholders, pursuant to the Mortgage Loan Purchase Agreement signed
by the Servicer in its capacity as Originator, respecting a breach of the
representations, warranties and covenants of the Servicer in its capacity as
Originator contained in the Mortgage Loan Purchase Agreement.
| 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) This
Agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable title
to
each Mortgage Loan (insofar as such title was conveyed to it by the Seller)
subject to no prior lien, claim, participation interest, mortgage, security
interest, pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the
Closing Date, the Depositor has transferred all right, title and interest in
the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The
Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
the
Trust with any intent to hinder, delay or defraud any of its
creditors;
(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its articles of incorporation or by-laws or
in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a party
or
by which it or its properties may be bound, which default might result in any
material adverse changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and adversely affect the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement by the Depositor, and
the
consummation of the transactions contemplated thereby, do not and will not
result in a material breach or violation of any of the terms or provisions
of,
or, to the knowledge of the Depositor, constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Depositor is a party or by which the Depositor is bound
or to which any of the property or assets of the Depositor is subject, nor
will
such actions result in any violation of the provisions of the articles of
incorporation or by-laws of the Depositor or, to the best of the Depositor's
knowledge without independent investigation, any statute or any order, rule
or
regulation of any court or governmental agency or body having jurisdiction
over
the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect
on
the ability of the Depositor to perform its obligations under this
Agreement);
(viii) To
the
best of the Depositor's knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by this
Agreement, except such consents, approvals, authorizations, registrations or
qualifications as (a) may be required under State securities or Blue Sky laws,
(b) have been previously obtained or (c) the failure of which to obtain would
not have a material adverse effect on the performance by the Depositor of its
obligations under, or the validity or enforceability of, this
Agreement;
(ix) There
are
no actions, proceedings or investigations pending before or, to the Depositor's
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Depositor is a party or of which any of its properties is the subject:
(a) which if determined adversely to the Depositor would have a material adverse
effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation
by
the Depositor of any of the transactions contemplated by this Agreement, as
the
case may be; or (d) which might materially and adversely affect the performance
by the Depositor of its obligations under, or the validity or enforceability
of,
this Agreement; and
(x) The
beneficial owner of the payments made under the Interest Rate Swap Agreement
is
either (i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii)
of United States Treasury Regulations) for United States federal income tax
purposes or (ii) a “non-U.S. branch of a foreign person” as that term is used in
section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the
“Regulations”) for United States federal income tax purposes, and it is a
“foreign person” as that term is used in section 1.6041-4(a)(4) of the
Regulations for United States federal income tax purposes. As of the Closing
Date, Option One Mortgage Capital Corporation is the beneficial owner of the
payments made under the Interest Rate Swap Agreement.
| SECTION 2.07. |
Issuance
of Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
2.02, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee, pursuant to
the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor,
the
Certificates in authorized denominations. The interests evidenced by the
Certificates, constitute the entire beneficial ownership interest in the Trust
Fund.
| SECTION 2.08. |
Conveyance
of the Subsequent Mortgage Loans.
|
(a) Subject
to the conditions set forth in paragraph (b) below in consideration of the
Trustee's delivery on the Subsequent Transfer Dates to or upon the order of
the
Depositor of all or a portion of the balance of funds in the Pre-Funding
Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer,
assign, set over and convey without recourse to the Trust Fund but subject
to
the other terms and provisions of this Agreement all of the right, title and
interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified
on the Mortgage Loan Schedule attached to the related Subsequent Transfer
Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii)
all
interest accruing thereon on and after the Subsequent Cut-off Date and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans
to be delivered pursuant to Section 2.01 and the other items in the related
Mortgage Files; provided, however, that the Depositor reserves and retains
all
right, title and interest in and to principal received and interest accruing
on
the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date.
The
transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of
the
Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be
absolute and is intended by the Depositor, the Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale of the Subsequent
Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File
for
each Subsequent Mortgage Loan shall be delivered to the Trustee at least three
Business Days prior to the related Subsequent Transfer Date.
The
purchase price paid by the Trustee from amounts released from the Group I
Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall
be
one-hundred percent (100%) of the aggregate Stated Principal Balance of the
related Subsequent Mortgage Loans so transferred (as identified on the Mortgage
Loan Schedule provided by the Depositor). This Agreement shall constitute a
fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii)
of
the Code.
(b) The
Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the
Subsequent Mortgage Loans and the other property and rights related thereto
as
described in paragraph (a) above, and the Trustee shall release funds from
the
Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable,
only upon the satisfaction of each of the following conditions on or prior
to
the related Subsequent Transfer Date:
(i) the
Depositor shall have provided the Trustee, the NIMS Insurer and the Rating
Agencies with a timely Addition Notice and shall have provided any information
reasonably requested by the Trustee with respect to the Subsequent Mortgage
Loans;
(ii) the
Depositor shall have delivered to the Trustee and the NIMS Insurer a duly
executed Subsequent Transfer Instrument, which shall include a Mortgage Loan
Schedule listing the Subsequent Mortgage Loans, and the Servicer, in its
capacity as Originator, shall have delivered a computer file containing such
Mortgage Loan Schedule to the Trustee at least three Business Days prior to
the
related Subsequent Transfer Date;
(iii) as
of
each Subsequent Transfer Date, as evidenced by delivery of the Subsequent
Transfer Instrument, substantially in the form of Exhibit P, the Depositor
shall
not be insolvent nor shall it have been rendered insolvent by such transfer
nor
shall it be aware of any pending insolvency;
(iv) such
sale
and transfer shall not result in a material adverse tax consequence to the
Trust
Fund or the Certificateholders;
(v) the
Funding Period shall not have terminated;
(vi) the
Depositor shall not have selected the Subsequent Mortgage Loans in a manner
that
it believed to be adverse to the interests of the
Certificateholders;
(vii) the
Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent
Transfer Instrument confirming the satisfaction of the conditions precedent
specified in this Section 2.08 and, pursuant to the Subsequent Transfer
Instrument, assigned to the Trustee without recourse for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in,
to
and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of
the
Subsequent Mortgage Loans;
(viii) with
respect to the last Subsequent Transfer Date, the Depositor shall have delivered
to the Trustee and the NIMS Insurer a letter from an Independent accountant
(with copies provided to each Rating Agency) stating that the characteristics
of
the Subsequent Mortgage Loans conform to the characteristics set forth in
clauses (i) through (x) of paragraph (c) below and to the characteristics set
forth in paragraph (d) below;
(ix) the
Depositor shall have delivered to the Trustee, the Underwriters and the NIMS
Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies
with respect to the transfer of the Subsequent Mortgage Loans substantially
in
the form of the Opinions of Counsel delivered to the Trustee on the Closing
Date
regarding the true sale of the Subsequent Mortgage Loans and certain tax matters
relating to the Subsequent Mortgage Loans; and
(x) the
Depositor shall have received the consent of the NIMS Insurer to the transfer
of
such Subsequent Mortgage Loans.
(c) Any
conveyance of
Additional Mortgage Loans on the Closing Date and
Subsequent Mortgage Loans on a Subsequent Transfer Date is subject to certain
conditions including, but not limited to the following: (a) each such Additional
Mortgage Loan and Subsequent Mortgage Loan must satisfy the representations
and
warranties specified in the related Subsequent Transfer Instrument and this
Agreement; (b) the Depositor shall not select such Additional Mortgage Loans
or
Subsequent Mortgage Loans in a manner that it believes to be adverse to the
interests of the Certificateholders; (c) the Depositor shall deliver certain
opinions of counsel with respect to the validity of the conveyance of such
Additional Mortgage Loans and Subsequent Mortgage Loans, (d) the NIMS Insurer,
if any, must consent to such conveyance and (e) as of the related Cut-off Date
or Subsequent Cut-off Date, each such Additional Mortgage Loan or Subsequent
Mortgage Loan shall satisfy the following criteria, subject to a variance of
plus or minus five percent: (i) the Additional Mortgage Loan or Subsequent
Mortgage Loan may not be 30 or more days delinquent as of the last day of the
calendar month preceding the related Cut-off Date or Subsequent Cut-off Date;
(ii) the original term to stated maturity of the Additional Mortgage Loan or
Subsequent Mortgage Loan shall not be less than 180 months and shall not exceed
360 months; (iii) the Additional Mortgage Loan or Subsequent Mortgage Loan
may
not provide for negative amortization; (iv) the Additional Mortgage Loan or
Subsequent Mortgage Loan shall not have a loan-to-value ratio greater than
100.00%; (v) such Additional Mortgage Loans or Subsequent Mortgage Loans shall
have, as of the related Cut-off Date or Subsequent Cut-off Date, a weighted
average term since origination not in excess of 6 months; (vi) the Additional
Mortgage Loan or Subsequent Mortgage Loan, if a fixed-rate Mortgage Loan, shall
have a Mortgage Rate that is not less than approximately 6.250% per annum or
greater than approximately 15.250% per annum; (vii) the Additional Mortgage
Loan
or Subsequent Mortgage Loan shall have been serviced by the Servicer since
origination or the date that servicing was transferred with respect to any
Mortgage Loan acquired by the Originator after its origination date; (viii)
each
of the Additional Mortgage Loans or Subsequent Mortgage Loans shall have a
first
payment date occurring on or before February 2007 and shall include 30 days’
interest thereon; (ix) if the Additional Mortgage Loan or Subsequent Mortgage
Loan is an adjustable-rate Mortgage Loan, such Additional Mortgage Loan or
Subsequent Mortgage Loan shall have a Gross Margin not less than approximately
2.500% per annum, shall have a Maximum Mortgage Rate not less than approximately
8.750% per annum and shall have a Minimum Mortgage Rate not less than
approximately 5.000% per annum and (x) the Additional Mortgage Loan or
Subsequent Mortgage Loan shall have been underwritten in accordance with the
criteria set forth under “The Originator and Sponsor” in the Prospectus
Supplement.
(d) Following
the purchase of Subsequent Group I Mortgage Loans by the Trust, at the end
of
the Funding Period all of the Group I Mortgage Loans (including the Subsequent
Group I Mortgage Loans) and subject to a variance of plus or minus 5%: (i)
shall
have a weighted average original term to stated maturity of not more than 360
months; (ii) shall have a weighted average Mortgage Rate of not less than 8.250%
per annum and not more than 9.250% per annum; (iii) shall have a weighted
average loan-to-value ratio of not more than 82.00%; (iv) shall have no Mortgage
Loan with a Principal Balance which does not conform to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇
Mac principal balance guidelines; (v) shall consist of Mortgage Loans with
prepayment charges representing no less than approximately 68.00% of the Group
I
Mortgage Loans; (vi) shall have second lien Mortgage Loans comprising no more
than 5.00% of the Group I Mortgage Loans; (vii) have fixed-rate Mortgage Loans
comprising no more than 5.00% of the Group I Mortgage Loans; (viii) shall have
a
weighted average FICO score of not less than 590 and (ix) shall consist of
Mortgage Loans covered by the PMI Policy representing no less than approximately
14.00% of the Group I Mortgage Loans. In addition, the adjustable-rate Group
I
Mortgage Loans shall have a weighted average Gross Margin not less than 5.750%
per annum. For purposes of the calculations described in this paragraph,
percentages of the Group I Mortgage Loans shall be based on the Principal
Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the
Principal Balance of the Subsequent Group I Mortgage Loans as of the related
Subsequent Cut-off Date.
Following
the purchase of Subsequent Group II Mortgage Loans by the Trust, at the end
of
the Funding Period all of the Group II Mortgage Loans (including the Subsequent
Group II Mortgage Loans) and subject to a variance of plus or minus 5%: (i)
shall have a weighted average original term to stated maturity of not more
than
360 months; (ii) shall have a weighted average Mortgage Rate of not less than
8.250% per annum and not more than 9.250% per annum; (iii) shall have a weighted
average loan-to-value ratio of not more than 83.00%; (iv) shall have no Mortgage
Loan with a Principal Balance in excess of $2,200,000; (v) shall consist of
Mortgage Loans with prepayment charges representing no less than approximately
70.00% of the Group II Mortgage Loans; (vi) shall have second lien Mortgage
Loans comprising no more than 8.00% of the Group II Mortgage Loans; (vii) have
fixed-rate Mortgage Loans comprising no more than 8.00% of the Group II Mortgage
Loans; (viii) shall have a weighted average FICO score of not less than 600
and
(ix) shall consist of Mortgage Loans covered by the PMI Policy representing
no
less than approximately 8.50% of the Group II Mortgage Loans. In addition,
the
adjustable-rate Group II Mortgage Loans shall have a weighted average Gross
Margin not less than 5.750% per annum. For purposes of the calculations
described in this paragraph, percentages of the Group II Mortgage Loans shall
be
based on the Principal Balance of the Initial Group II Mortgage Loans as of
the
Cut-off Date and the Principal Balance of the Subsequent Group II Mortgage
Loans
as of the related Subsequent Cut-off Date.
Notwithstanding
the foregoing, any Subsequent Mortgage Loan may be rejected by (i) the NIMS
Insurer, if any, or (ii) ▇▇▇▇▇’▇ or S&P if the inclusion of such Subsequent
Mortgage Loan would adversely affect the ratings on any class of Class A and
Mezzanine Certificates and variances (as described above) regarding the
characteristics of the Subsequent Mortgage Loans set forth above shall be
permitted. The final characteristics of the Mortgage Loans (including the
Additional Mortgage Loans and Subsequent Mortgage Loans) shall be reflected
in a
Form 8-K which will be filed within 15 days of the end of the Funding
Period.
| SECTION 2.09. |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 2, REMIC 3, REMIC
4,
REMIC 5, REMIC 6 and REMIC 7 by the Trustee; Issuance of
Certificates.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC 1 for the benefit of the holders of the
REMIC 1 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC 1 and declares that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC 1 Regular Interests and the Class R Certificates (in
respect of the Class R-1 Interest). The interests evidenced by the Class R-1
Interest, together with the REMIC 1 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 1.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to REMIC
1
Regular Interests for the benefit of the holders of the REMIC 2 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-2 Interest). The Trustee acknowledges receipt of the assets
described in the definition of REMIC 2 and declares that it holds and will
hold
the same in trust for the exclusive use and benefit of the holders of the REMIC
2 Regular Interests and the Class R Certificates (in respect of the Class R-2
Interest). The interests evidenced by the Class R-2 Interest, together with
the
REMIC 2 Regular Interests, constitute the entire beneficial ownership interest
in REMIC 2.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
2 Regular Interests for the benefit of the holders of the REMIC 3 Regular
Interests (which are uncertificated) 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 Interests 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
Interests, constitute the entire beneficial ownership interest in REMIC
3.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
3 Regular Interests (which are uncertificated) for the benefit of the Holders
of
the REMIC 4 Regular Interests and the Class R Certificates (in respect of the
Class R-4 Interest). The Trustee acknowledges receipt of the REMIC 3 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 4 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-4 Interest). The interests evidenced
by the Class R-4 Interest, together with the REMIC 4 Regular Certificates,
the
Class C Interest, Class P Interest and Class SWAP-IO Interest, constitute the
entire beneficial ownership interest in REMIC 4.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
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-5
Interest). The Trustee acknowledges receipt of the Class C Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class C Certificates and the Class R-X Certificates (in
respect of the Class R-5 Interest). The interests evidenced by the Class R-5
Interest, together with the Class C Certificates, constitute the entire
beneficial ownership interest in REMIC 5.
(f)
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
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-6
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-6 Interest). The interests evidenced by the Class R-6
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC 6.
(g) 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 7 Regular Interest SWAP-IO and the Class R-X Certificates (in respect
of
the Class R-7 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 7 Regular Interest SWAP-IO
and
the Class R-X Certificates (in respect of the Class R-7 Interest). The interests
evidenced by the Class R-7 Interest, together with REMIC 7 Regular Interest
SWAP-IO, constitute the entire beneficial ownership interest in REMIC
7.
(h) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 and the
acceptance by the Trustee thereof, pursuant to Section 2.01 and Section 2.02,
(ii) the assignment and delivery to the Trustee of REMIC 2 (including the
Residual Interest therein represented by the Class R-2 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.09(b), (iii) the
assignment and delivery to the Trustee of REMIC 3 (including the Residual
Interest therein represented by the Class R-3 Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.09(c), (iv) the assignment and
delivery to the Trustee of REMIC 4 (including the Residual Interest therein
represented by the Class R-4 Interest), and the acceptance by the Trustee
thereof, pursuant to Section 2.09(d), (v) the assignment and delivery to the
Trustee of REMIC 5 (including the Residual Interest therein represented by
the
Class R-5 Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.09(e), (vi) the assignment and delivery to the Trustee of REMIC 6
(including the Residual Interest therein represented by the Class R-6 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(f) and
(vii)
the assignment and delivery to the Trustee of REMIC 7 (including the Residual
Interest therein represented by the Class R-7 Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.09(g), the Trustee, pursuant to
the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor,
(A)
the Class R Certificates in authorized denominations evidencing the Class R-1
Interest, Class R-2 Interest, the Class R-3 Interest and the Class R-4 Interest
and (B) the Class R-X Certificates in authorized denominations evidencing the
Class R-5 Interest, the Class R-6 Interest and the Class R-7
Interest.
| SECTION 2.10. |
Negative
Covenants of the Trustee and the
Servicer.
|
Except
as
otherwise expressly permitted by this Agreement, the Trustee and the Servicer
shall not cause the Trust Fund to:
(i) sell,
transfer, exchange or otherwise dispose of any of the assets of the Trust
Fund;
(ii) dissolve
or liquidate the Trust Fund in whole or in part;
(iii) engage,
directly or indirectly, in any business other than that arising out of the
issue
of the Certificates, and the actions contemplated or required to be performed
under this Agreement;
(iv) incur,
create or assume any indebtedness for borrowed money;
(v) voluntarily
file a petition for bankruptcy, reorganization, assignment for the benefit
of
creditors or similar proceeding; or
(vi) merge,
convert or consolidate with any other Person.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01. |
Servicer
to Act as Servicer.
|
The
Servicer shall service and administer the Mortgage Loans on behalf of the Trust
and in the best interests of and for the benefit of the Certificateholders
(as
determined by the Servicer in its reasonable judgment) in accordance with the
terms of this Agreement and the Mortgage Loans and, to the extent consistent
with such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary
and
usual standards of practice of mortgage lenders and loan servicers administering
similar mortgage loans but without regard to:
(A) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(B) the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
(C) the
Servicer's obligation to make Advances or Servicing Advances; or
(D) the
Servicer's or any Sub-Servicer's right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek the timely
and
complete recovery of principal and interest on the Mortgage Notes and (b) shall
waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
following circumstances: (i) such waiver is standard and customary in servicing
similar Mortgage Loans and (ii) either (A) such waiver relates to a default
or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan or (B) such waiver is
made
in connection with a refinancing of the related Mortgage Loan unrelated to
a
default or a reasonably foreseeable default where (x) the related Mortgagor
has
stated to the Servicer or an applicable Sub-Servicer an intention to refinance
the related Mortgage Loan and (y) the Servicer has concluded in its reasonable
judgment that the waiver of such Prepayment Charge would induce such mortgagor
to refinance with the Servicer; provided, however, that the Servicer shall
waive
no more than 5.00% of the Prepayment Charges (by number of Prepayment Charges)
set forth on the Prepayment Charge Schedule in accordance with clause (ii)(B)
above. If a Prepayment Charge is waived as permitted by meeting the standards
described in clauses (i) and (ii)(B) above, then the Servicer is required to
pay
the amount of such waived Prepayment Charge, for the benefit of the Holders
of
the Class P Certificates, by depositing such amount into the Collection Account
together with and at the time that the amount prepaid on the related Mortgage
Loan is required to be deposited into the Collection Account. Notwithstanding
any other provisions of this Agreement, any payments made by the Servicer in
respect of any waived Prepayment Charges pursuant to clauses (i) and (ii)(B)
above shall be deemed to be paid outside of the Trust Fund. Subject only to
the
above-described servicing standards and the terms of this Agreement and of
the
Mortgage Loans, the Servicer shall have full power and authority, acting alone
or through Sub-Servicers as provided in Section 3.02, to do or cause to be
done
any and all things in connection with such servicing and administration which
it
may deem necessary or desirable. Without limiting the generality of the
foregoing, the Servicer in its own name or in the name of a Sub-Servicer is
hereby authorized and empowered by the Trustee when the Servicer believes it
appropriate in its best judgment in accordance with the servicing standards
set
forth above, to execute and deliver, on behalf of the Certificateholders 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 Servicer shall service and administer the Mortgage
Loans
in accordance with applicable state and federal law and shall provide to the
Mortgagors any reports required to be provided to them thereby. The Servicer
shall also comply in the performance of this Agreement with all reasonable
rules
and requirements of each insurer under any standard hazard insurance policy.
Subject to Section 3.17, within 15 days of the Closing Date, the Trustee shall
execute, at the written request of the Servicer, and furnish to the Servicer
and
any Sub-Servicer any special or limited powers of attorney for each county
in
which a Mortgaged Property is located and other documents necessary or
appropriate to enable the Servicer or any Sub-Servicer to carry out their
servicing and administrative duties hereunder; provided,
such
limited powers of attorney or other documents shall be prepared by the Servicer
and submitted to the Trustee for execution. The Trustee shall not be liable
for
the actions of the Servicer or any Sub-Servicers under such powers of
attorney.
Subject
to Section 3.09 hereof, in accordance with the standards of the preceding
paragraph, the Servicer shall advance or cause to be advanced funds as necessary
for the purpose of effecting the payment of taxes and assessments on the
Mortgaged Properties, which advances shall be Servicing Advances reimbursable
in
the first instance from related collections from the Mortgagors pursuant to
Section 3.09, and further as provided in Section 3.11. Any cost incurred by
the
Servicer or by Sub-Servicers in effecting the payment of taxes and assessments
on a Mortgaged Property shall not, for the purpose of calculating distributions
to Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so
permit.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any future
advances with respect to a Mortgage Loan (except as provided in Section 4.04)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan that would change the Mortgage Rate, reduce or increase the
Principal Balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (unless,
as
provided in Section 3.07, the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) or (ii) permit any modification, waiver or amendment of any term
of
any Mortgage Loan that would both (A) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) and (B) cause any REMIC created hereunder to fail to
qualify as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contributions after the startup date” under the REMIC
Provisions.
| SECTION 3.02. |
Sub-Servicing
Agreements Between Servicer and
Sub-Servicers.
|
(a) The
Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the
servicing and administration of the Mortgage Loans; provided,
however,
that
(i) such agreements would not result in a withdrawal or a downgrading by any
Rating Agency of the rating on any Class of Certificates and (ii) the NIMS
Insurer shall have consented to such Sub-Servicing Agreement. The Trustee is
hereby authorized to acknowledge, at the request of the Servicer, any
Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing
Agreements set forth in this Agreement and that is otherwise permitted under
this Agreement.
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 ▇▇▇▇▇▇▇
Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Each Sub-Servicing Agreement
must
impose on the Sub-Servicer requirements conforming to the provisions set forth
in Section 3.08 and provide for servicing of the Mortgage Loans consistent
with
the terms of this Agreement. The Servicer will examine each Sub-Servicing
Agreement and will be familiar with the terms thereof. The terms of any
Sub-Servicing Agreement will not be inconsistent with any of the provisions
of
this Agreement. The Servicer and the Sub-Servicers may enter into and make
amendments to the Sub-Servicing Agreements or enter into different forms of
Sub-Servicing Agreements; provided,
however,
that
any such amendments or different forms shall be consistent with and not violate
the provisions of this Agreement, and that no such amendment or different form
shall be made or entered into which could be reasonably expected to be
materially adverse to the interests of the Certificateholders without the
consent of the 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 Servicer, are conclusively deemed to
be
inconsistent with this Agreement and therefore prohibited. The 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
Servicer's execution and delivery of such instruments.
(b) As
part
of its servicing activities hereunder, the 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
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from
a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans,
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed. Enforcement of the Mortgage
Loan Purchase Agreement against the Originator shall be effected by the Servicer
to the extent it is not the Originator, and otherwise by the Trustee in
accordance with the foregoing provisions of this paragraph.
| SECTION 3.03. |
Successor
Sub-Servicers.
|
The
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 Servicer without any act or deed on the part of such
Sub-Servicer or the Servicer, and the Servicer either shall service directly
the
related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a
successor Sub-Servicer which qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Servicer or the Trustee (if the Trustee is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in
the
event that the Servicer (or the Trustee, if such party is then acting as
Servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Termination).
| SECTION 3.04. |
Liability
of the Servicer.
|
Notwithstanding
any Sub-Servicing Agreement or the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee and the Certificateholders for
the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer
and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
| SECTION 3.05. |
No
Contractual Relationship Between Sub-Servicers and the 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 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 Servicer shall be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Servicer's compensation pursuant
to
this Agreement is sufficient to pay such fees.
| SECTION 3.06. |
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
In
the
event the Servicer shall for any reason no longer be the servicer (including
by
reason of the occurrence of a Servicer Event of Termination), the Trustee shall
thereupon assume all of the rights and obligations of the Servicer under each
Sub-Servicing Agreement that the Servicer may have entered into, unless the
Trustee elects to terminate any Sub-Servicing Agreement in accordance with
its
terms as provided in Section 3.03. Upon such assumption, the Trustee (or the
successor servicer appointed pursuant to Section 7.02) shall be deemed, subject
to Section 3.03, to have assumed all of the departing Servicer's interest
therein and to have replaced the departing Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
had been assigned to the assuming party, except that (i) the departing Servicer
shall not thereby be relieved of any liability or obligations under any
Sub-Servicing Agreement that arose before it ceased to be the Servicer and
(ii)
neither the Trustee nor any successor Servicer shall be deemed to have assumed
any liability or obligation of the Servicer that arose before it ceased to
be
the Servicer.
The
Servicer at its expense shall, upon request of Trustee, deliver to the assuming
party all documents and records relating to each Sub-Servicing Agreement and
the
Mortgage Loans then being serviced and an accounting of amounts collected and
held by or on behalf of it, and otherwise use its best efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreements to the assuming
party. All Servicing Transfer Costs shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs, and if such
predecessor Servicer defaults in its obligation to pay such costs, such costs
shall be paid by the successor Servicer or the Trustee (in which case the
successor Servicer or the Trustee, as applicable, shall be entitled to
reimbursement therefor from the assets of the Trust).
| SECTION 3.07. |
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies (including the PMI Policy), follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or, if applicable, any penalty interest, or (ii) extend the due dates
for
the Monthly Payments due on a Mortgage Note for a period of not greater than
180
days; provided,
however,
that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In the event of any such arrangement pursuant to clause
(ii)
above, the Servicer shall make timely Advances on such Mortgage Loan during
such
extension pursuant to Section 4.04 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangement.
Notwithstanding
the foregoing, in the event that any Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may also waive, modify
or vary any term of such Mortgage Loan (including modifications that would
change the Mortgage Rate, forgive the payment of principal or interest,
capitalize the interest portion of past due Monthly Payments and outstanding
Servicing Advances, or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan, or consent to
the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as “forbearance”), provided,
however,
that in
no event shall the Servicer grant any such forbearance (other than as permitted
by the second sentence of this Section) with respect to any one Mortgage Loan
more than once in any 12 month period or more than three times over the life
of
such Mortgage Loan, provided,
further,
that in
determining which course of action permitted by this sentence it shall pursue,
the Servicer shall adhere to the Loss Mitigation Procedures and provided,
further,
that
the 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 and any Subsequent Cut-off Date. The Servicer's analysis
supporting any forbearance and the conclusion that any forbearance meets the
standards of Section 3.01 and the Loss Mitigation Procedures shall be reflected
in writing in the Mortgage File.
| SECTION 3.08. |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the clearing account in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
one Business Day after the Sub-Servicer's receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement, and shall thereafter
deposit such amounts in the Sub-Servicing Account, in no event more than two
Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the Servicer for deposit in the Collection Account not later than
two Business Days after the deposit of such amounts in the Sub-Servicing
Account. For purposes of this Agreement, the Servicer shall be deemed to have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.
| SECTION 3.09. |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments shall be deposited and retained. Servicing Accounts shall be
Eligible Accounts. The Servicer shall deposit in the clearing account in which
it customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer's receipt thereof, all Escrow
Payments collected on account of the Mortgage Loans and shall thereafter deposit
such Escrow Payments in the Servicing Accounts, in no event more than two
Business Days after the receipt of such Escrow Payments, all Escrow Payments
collected on account of the Mortgage Loans for the purpose of effecting the
timely payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
payment of taxes, assessments, hazard insurance premiums, and comparable items
in a manner and at a time that assures that the lien priority of the Mortgage
is
not jeopardized (or, with respect to the payment of taxes, in a manner and
at a
time that avoids the loss of the Mortgaged Property due to a tax sale or the
foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement)
out
of related collections for any Servicing Advances made pursuant to Section
3.01
(with respect to taxes and assessments) and Section 3.14 (with respect to hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest to the Servicer or, if required and as described
below, to Mortgagors on balances in the Servicing Account; or (v) clear and
terminate the Servicing Account at the termination of the Servicer's obligations
and responsibilities in respect of the Mortgage Loans under this Agreement
in
accordance with Article X. In the event the Servicer deposits in a Servicing
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Servicing Account, any provision herein to the
contrary notwithstanding. The Servicer will be responsible for the
administration of the Servicing Accounts and will be obligated to make Servicing
Advances to such accounts when and as necessary to avoid the lapse of insurance
coverage on the Mortgaged Property, or which the Servicer knows, or in the
exercise of the required standard of care of the Servicer hereunder should
know,
is necessary to avoid the loss of the Mortgaged Property due to a tax sale
or
the foreclosure as a result of a tax lien. If any such payment has not been
made
and the Servicer receives notice of a tax lien with respect to the Mortgage
being imposed, the Servicer shall, within 10 business days of such notice,
advance or cause to be advanced funds necessary to discharge such lien on the
Mortgaged Property. As part of its servicing duties, the Servicer or
Sub-Servicers shall pay to the Mortgagors interest on funds in the Servicing
Accounts, to the extent required by law and, to the extent that interest earned
on funds in the Servicing Accounts is insufficient, to pay such interest from
its or their own funds, without any reimbursement therefor. The Servicer may
pay
to itself any excess interest on funds in the Servicing Accounts, to the extent
such action is in conformity with the Servicing Standard, is permitted by law
and such amounts are not required to be paid to Mortgagors or used for any
of
the other purposes set forth above.
| SECTION 3.10. |
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (such account or accounts,
the
“Collection Account”), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
or
cause to be deposited in the clearing account in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage
loan
servicing activities on a daily basis, and in no event more than one Business
Day after the Servicer's receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than two Business Days after the 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 or Subsequent Cut-off Date, as applicable, (other than in respect
of principal or interest on the Mortgage Loans due on or before the Cut-off
Date
or Subsequent Cut-off Date, as applicable) or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date or Subsequent
Cut-off Date, as applicable, but allocable to a Due Period subsequent
thereto:
(i) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee) on each
Mortgage Loan;
(iii) all
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation
proceeds (other than proceeds collected in respect of any particular REO
Property and amounts paid in connection with a purchase of Mortgage Loans and
REO Properties pursuant to Section 10.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 10.01;
(vii) all
amounts required to be deposited in connection with Substitution Adjustments
pursuant to Section 2.03;
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans; and
(ix) without
duplication, all payments of claims under the PMI Policy.
The
foregoing requirements for deposit in the Collection Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of Servicing Fees, late payment charges,
assumption fees, insufficient funds charges and ancillary income (other than
Prepayment Charges) need not be deposited by the Servicer in the Collection
Account and may be retained by the Servicer as additional compensation. In
the
event the Servicer shall deposit in the Collection Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Collection Account, any provision herein to the contrary
notwithstanding.
(b) On
behalf
of the Trust Fund, the Trustee shall establish and maintain one or more accounts
(such account or accounts, the “Distribution Account”), held in trust for the
benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund,
the Servicer shall deliver to the Trustee in immediately available funds for
deposit in the Distribution Account on or before 1:00 p.m. New York time (i)
on
the Servicer Remittance Date, that portion of the Available Funds (calculated
without regard to the references in the definition thereof to amounts that
may
be withdrawn from the Distribution Account) for the related Distribution Date
then on deposit in the Collection Account, the amount of all Prepayment Charges
collected during the applicable Prepayment Period by the Servicer and Servicer
Prepayment Charge Payment Amounts in connection with the Principal Prepayment
of
any of the Mortgage Loans then on deposit in the Collection Account for
the
related Distribution Date, then on deposit in the Collection Account
and
the
amount of any funds reimbursable to an Advancing Person pursuant to Section
3.29, and (ii) on each Business Day as of the commencement of which the balance
on deposit in the Collection Account exceeds $75,000 following any withdrawals
pursuant to the next succeeding sentence, the amount of such excess, but only
if
the Collection Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of “Eligible Account.” 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 “Eligible Account,” the Servicer
shall, on or before 1:00 p.m. New York time on such Business Day, withdraw
from
the Collection Account any and all amounts payable or reimbursable to the
Servicer, the Trustee, the Originator or any Sub-Servicer pursuant to Section
3.11 and shall pay such amounts to the Persons entitled thereto.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Servicer shall give notice to the 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 Servicer
and the Depositor of the location of the Distribution Account when established
and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trustee for deposit in an account (which may be the Distribution Account
and
must satisfy the standards for the Distribution Account as set forth in the
definition thereof) and for all purposes of this Agreement shall be deemed
to be
a part of the Collection Account; provided,
however,
that
the Trustee shall have the sole authority to withdraw any funds held pursuant
to
this subsection (d). In the event the Servicer shall deliver to the Trustee
for
deposit in the Distribution Account any amount not required to be deposited
therein, it may at any time request that the Trustee withdraw such amount from
the Distribution Account and remit to it any such amount, any provision herein
to the contrary notwithstanding. In addition, the Servicer, with respect to
items (i) through (iv) below, shall deliver to the Trustee from time to time
for
deposit, and the Trustee, with respect to items (i) through (iv) below, shall
so
deposit, in the Distribution Account:
(i) any
Advances, as required pursuant to Section 4.04;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 10.01;
(iv) any
Compensating Interest to be deposited pursuant to Section 3.24 in connection
with any Prepayment Interest Shortfall; and
(v) any
amounts required to be paid to the Trustee pursuant to the Agreement, including,
but not limited to Section 3.06, Section 3.26 and Section 7.02.
(e) [Reserved].
(f) The
Servicer shall deposit in the Collection Account any amounts required to be
deposited pursuant to Section 3.12(b) in connection with losses realized on
Permitted Investments with respect to funds held in the Collection
Account.
| SECTION 3.11. |
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.04:
(i) to
remit
to the 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) subject
to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances
to the extent of amounts received which represent Late Collections (net of
the
related Servicing Fees) of Monthly Payments or Liquidation Proceeds and
Insurance Proceeds on Mortgage Loans with respect to which such Advances were
made in accordance with the provisions of Section 4.04; (b) any unreimbursed
Advances with respect to the final liquidation of a Mortgage Loan that are
Nonrecoverable Advances, but only to the extent that Late Collections,
including, Liquidation Proceeds and Insurance Proceeds received with respect
to
such Mortgage Loan are insufficient to reimburse the Servicer for such
unreimbursed Advances; or (c) subject to Section 4.04(b), any unreimbursed
Advances to the extent of funds held in the Collection Account for future
distribution that were not included in Available Funds for the preceding
Distribution Date;
(iii) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each
Mortgage Loan, but only to the extent of any Late Collections, including,
Liquidation Proceeds, Insurance Proceeds and condemnation proceeds received
with
respect to such Mortgage Loan, and (c) any Servicing Advances with respect
to
the final liquidation of a Mortgage Loan that are Nonrecoverable Advances,
but
only to the extent that Late Collections, including, Liquidation Proceeds and
Insurance Proceeds received with respect to such Mortgage Loan are insufficient
to reimburse the Servicer or any Sub-Servicer for Servicing
Advances;
(iv) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee) on
the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account;
(v) to
pay to
the Originator, with respect to each Mortgage Loan that has previously been
purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts
received thereon subsequent to the date of purchase or substitution, as the
case
may be;
(vi) to
reimburse the Servicer for any Advance or Servicing Advance previously made
which the Servicer has determined to be a Nonrecoverable Advance in accordance
with the provisions of Section 4.04;
(vii) to
pay,
or to reimburse the Servicer for Servicing Advances in respect of, expenses
incurred in connection with any Mortgage Loan pursuant to Section
3.16(b);
(viii) to
reimburse the Servicer for expenses incurred by or reimbursable to the Servicer
pursuant to Section 6.03;
(ix) to
reimburse the NIMS Insurer, the Servicer (if the Servicer is not an Affiliate
of
the Originator) or the Trustee, as the case may be, for enforcement expenses
reasonably incurred in respect of the breach or defect giving rise to the
purchase obligation under Section 2.03 of this Agreement that were included
in
the Purchase Price of the Mortgage Loan, including any expenses arising out
of
the enforcement of the purchase obligation;
(x) to
pay
itself any Prepayment Interest Excess;
(xi) to
clear
and terminate the Collection Account pursuant to Section 10.01.
The
foregoing requirements for withdrawal from the Collection Account shall be
exclusive. In the event the Servicer shall deposit in the Collection Account
any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Collection Account, any provision herein to the contrary
notwithstanding.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (v), (vi), (ix) and (x) above. The Servicer shall
provide written notification to the NIMS Insurer and the Trustee, on or prior
to
the next succeeding Servicer Remittance Date, upon making any withdrawals from
the Collection Account pursuant to subclause (vi) above; provided
that an
Officers' Certificate in the form described under Section 4.04(d) shall suffice
for such written notification to the Trustee in respect hereof.
(b) The
Trustee shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
(i) to
make
distributions to the Swap Account in accordance with Section 4.05;
(ii) to
make
distributions in accordance with Section 4.01;
(iii) to
pay
itself the Trustee Fee and any other amounts owed to it pursuant to Section
8.05;
(iv) to
pay
any amounts in respect of taxes pursuant to Section 9.01(g);
(v) to
clear
and terminate the Distribution Account pursuant to Section 10.01;
(vi) 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) to
pay to
the Trustee, any interest or investment income earned on funds deposited in
the
Distribution Account;
(viii) to
pay to
an Advancing Person reimbursements for Advances and/or Servicing Advances
pursuant to Section 3.29; and
(ix) to
pay
the PMI Insurer the PMI Premium Rate.
| SECTION 3.12. |
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account to invest the funds on deposit in such accounts, and the Trustee may
invest the funds on deposit in the Distribution Account (each such account,
for
the purposes of this Section 3.12 an “Investment Account”). All investments
pursuant to this Section 3.12 shall be in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the date on which
such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the Trustee is the obligor thereon or if such investment
is managed or advised by a Person other than the Trustee or an Affiliate of
the
Trustee, and (ii) no later than the date on which such funds are required to
be
withdrawn from such account pursuant to this Agreement, if the Trustee is the
obligor thereon or if such investment is managed or advised by the Trustee
or
any Affiliate. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such), or in the name of
a
nominee of the Trustee. The Trustee shall be entitled to sole possession (except
with respect to investment direction of funds held in the Collection Account
and
any income and gain realized thereon) over each such investment, and any
certificate or other instrument evidencing any such investment shall be
delivered directly to the Trustee or its agent, together with any document
of
transfer necessary to transfer title to such investment to the Trustee or its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Trustee
shall:
|
(x)
|
consistent
with any notice required to be given thereunder, demand that payment
thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts
then
payable thereunder and (2) the amount required to be withdrawn on
such
date; and
|
|
(y)
|
demand
payment of all amounts due thereunder promptly upon determination
by a
Responsible Officer of the Trustee that such Permitted Investment
would
not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Investment Account.
|
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account and any REO Account held by or on behalf of the Servicer
shall be for the benefit of the Servicer and shall be subject to its withdrawal
in accordance with Section 3.11 or Section 3.23, as applicable. The Servicer
shall deposit in the Collection Account or any REO Account, as applicable,
the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such account immediately upon realization of
such
loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account shall be for the benefit of the 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) 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.
| SECTION 3.13. |
Rights
of the Class C Certificateholder.
|
(a) Notwithstanding
anything to the contrary contained in this Agreement, (i) the majority Holder
of
the Class C Certificates (as long as such majority Holder is not the Servicer
or
an Affiliate of the Servicer or if the Class C Certificates are secured by
an
Indenture, as long as the Servicer or an Affiliate of the Servicer is not the
majority equity holder in such transaction) shall have the right, at its sole
discretion, to direct the Trustee to appoint a qualifed successor servicer
who
will act as successor in all respects to the Servicer in the event of a Servicer
Event of Terminaion pursuant to Article VII and (ii) the majority Holder of
the
Class C Certificates (as long as such majority Holder is not the Servicer or
an
Affiliate of the Servicer or if the Class C Certificates are secured by an
Indenture, as long as the Servicer or an Affiliate of the Servicer is not the
majority equity holder in such transaction) shall have the right to direct
the
Servicer to transfer the servicing of any Mortgage Loans Delinquent 120 days
or
more to a special servicer in the event of a Special Servicer Trigger Event,
for
so long as the appointment of such special servicer shall not cause a downgrade
or withdrawal of the ratings on the Class A and Mezzanine Certificates. A
special servicer shall be entitled to the Servicing Fee for the Mortgage Loans
serviced by it and any excess fees due to such special servicer shall be paid
by
the majority Holder of the Class C Certificates.
A
Special
Servicer Trigger Event (“Special Servicer Trigger Event”) shall be in effect
with respect to any Distribution Date if:
(a)
the
Servicer’s primary servicer rating for the servicing of residential mortgage
loans is reduced by more than one full level or withdrawn, in each case by
at
least two of the Rating Agencies; or
(b)
the
Delinquency Percentage exceeds 30.00%;
or
(c)
the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (after reduction for all Subsequent
Recoveries received from the Cut-off Date through the Prepayment Period) divided
by the aggregate principal balance of the Initial Mortgage Loans as of the
Cut-off Date plus the Original Pre-Funded Amounts exceeds 4.00% with respect
to
such Distribution Date.
| SECTION 3.14. |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
with extended coverage on the Mortgaged Property in an amount which is at least
equal to the lesser of (i) the current Principal Balance of such Mortgage Loan
and (ii) the amount necessary to fully compensate for any damage or loss to
the
improvements that are a part of such property on a replacement cost basis,
in
each case in an amount not less than such amount as is necessary to avoid the
application of any coinsurance clause contained in the related hazard insurance
policy. The Servicer shall also cause to be maintained hazard insurance with
extended coverage on each REO Property in an amount which is at least equal
to
the lesser of (i) the maximum insurable value of the improvements which are
a
part of such property and (ii) the outstanding Principal Balance of the related
Mortgage Loan at the time it became an REO Property. The Servicer will comply
in
the performance of this Agreement with all reasonable rules and requirements
of
each insurer under any such hazard policies. Any amounts to be collected by
the
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or amounts
to be released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing loans held for its own account, subject
to
the terms and conditions of the related Mortgage and Mortgage Note) shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.23, if received in respect of an REO
Property. Any cost incurred by the Servicer in maintaining any such insurance
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.
If
the Mortgaged Property or REO Property is at any time in an area identified
in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards and flood insurance has been made available, the Servicer
will cause to be maintained a flood insurance policy in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the unpaid
Principal Balance of the related Mortgage Loan and (ii) the maximum amount
of
such insurance available for the related Mortgaged Property under the national
flood insurance program (assuming that the area in which such Mortgaged Property
is located is participating in such program).
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:III or better in Best's Key Rating
Guide (or such other rating that is comparable to such rating) insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
to
have satisfied its obligations as set forth in the first two sentences of this
Section 3.14, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property or REO Property
a policy complying with the first two sentences of this Section 3.14, and there
shall have been one or more losses which would have been covered by such policy,
deposit to the Collection Account from its own funds the amount not otherwise
payable under the blanket policy because of such deductible clause. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Servicer agrees to prepare and present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy.
(b) The
Servicer shall keep in force during the term of this Agreement a policy or
policies of insurance covering errors and omissions for failure in the
performance of the Servicer's obligations under this Agreement, which policy
or
policies shall be in such form and amount that would meet the requirements
of
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac if it were the purchaser of the Mortgage Loans, unless
the Servicer has obtained a waiver of such requirements from ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ Mac. The Servicer shall provide the Trustee and the NIMS Insurer, upon
request, with copies of such insurance policies and fidelity bond. The Servicer
shall also maintain a fidelity bond in the form and amount that would meet
the
requirements of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, unless the Servicer has obtained
a
waiver of such requirements from ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac. The Servicer shall
be deemed to have complied with this provision if an Affiliate of the Servicer
has such errors and omissions and fidelity bond coverage and, by the terms
of
such insurance policy or fidelity bond, the coverage afforded thereunder extends
to the Servicer. Any such errors and omissions policy and fidelity bond shall
by
its terms not be cancelable without thirty days' prior written notice to the
Trustee and the NIMS Insurer. The Servicer shall also cause each Sub-Servicer
to
maintain a policy of insurance covering errors and omissions and a fidelity
bond
which would meet such requirements.
| SECTION 3.15. |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided,
however,
that
the Servicer shall not be required to take such action if in its sole business
judgment the Servicer believes it is not in the best interests of the Trust
Fund
and shall not exercise any such rights if prohibited by law from doing so.
If
the Servicer reasonably believes it is unable under applicable law to enforce
such “due-on-sale” clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. The Servicer is
also
authorized to enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as the Mortgagor and becomes liable under the Mortgage
Note, provided that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Servicer and has a credit risk rating
at least equal to that of the original Mortgagor. In connection with any
assumption or substitution, the Servicer shall apply such underwriting standards
and follow such practices and procedures as shall be normal and usual in its
general mortgage servicing activities and as it applies to other mortgage loans
owned solely by it. The Servicer shall not take or enter into any assumption
and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption, modification or substitution of
liability agreement shall be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, no material term of the
Mortgage Note (including but not limited to the related Mortgage Rate and the
amount of the Monthly Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof. The Servicer shall notify the Trustee
that any such substitution, modification or assumption agreement has been
completed by forwarding to the Trustee the executed original of such
substitution, modification or assumption agreement, which document shall be
added to the related Mortgage File and shall, for all purposes, be considered
a
part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Servicer may be restricted by law from preventing, for any reason whatever.
For purposes of this Section 3.15, the term “assumption” is deemed to also
include a sale (of the Mortgaged Property) subject to the Mortgage that is
not
accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16. |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Servicer shall use its best efforts, in as practical a time frame as possible
and consistent with Servicing Standard, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. The Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided,
however,
that
such costs and expenses will be recoverable as Servicing Advances by the
Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is
subject to the provision that, in any case in which a Mortgaged Property shall
have suffered damage from an Uninsured Cause, the Servicer shall not be required
to expend its own funds toward the restoration of such property unless it shall
determine in its discretion that such restoration will increase the proceeds
of
liquidation of the related Mortgage Loan after reimbursement to itself for
such
expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Fund or the Certificateholders would be considered to hold title to, to be
a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Servicer has also previously determined,
based
on its reasonable judgment and a report prepared by a Person who regularly
conducts environmental audits using customary industry standards,
that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
Notwithstanding
the foregoing, if such environmental audit reveals, or if the Servicer has
actual knowledge or notice, that such Mortgaged Property contains such wastes
or
substances, the Servicer shall not foreclose or accept a deed in lieu of
foreclosure without the prior written consent of the NIMS Insurer.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall be
advanced by the Servicer, subject to the Servicer's right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(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
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund;
provided
that any
amounts disbursed by the Servicer pursuant to this Section 3.16(b) shall
constitute Servicing Advances, subject to Section 4.04(d). The cost of any
such
compliance, containment, cleanup or remediation shall be advanced by the
Servicer, subject to the Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(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) (i)The
NIMS
Insurer may, at its option, purchase a Mortgage Loan which has become 90 or
more
days delinquent or for which the Servicer has accepted a deed in lieu of
foreclosure. Prior to purchase pursuant to this Section 3.16(c)(i), the Servicer
shall be required to continue to make Advances pursuant to Section 4.04. 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 by remittance to the Servicer for deposit in the Collection Account
of the amount of the Purchase Price. The Trustee shall immediately effectuate
the conveyance of such delinquent Mortgage Loan to the NIMS Insurer to the
extent necessary, including the prompt delivery of all documentation to the
NIMS
Insurer.
(ii) If
the
Servicer Optional Purchase Delinquency Trigger has been met, the Servicer may,
at its option, purchase a Mortgage Loan which has become 90 or more days
delinquent or for which the Servicer has accepted a deed in lieu of foreclosure.
Prior to purchase pursuant to this Section 3.16(c)(ii), the Servicer shall
be
required to continue to make Advances pursuant to Section 4.04. The Servicer
shall purchase such delinquent Mortgage Loan at a price equal to the Purchase
Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant
to
this Section 3.16(c)(ii) shall be accomplished by deposit in the Collection
Account of the amount of the Purchase Price. The Trustee shall immediately
effectuate the conveyance of such delinquent Mortgage Loan to the Servicer
to
the extent necessary, including the prompt delivery of all documentation to
the
Servicer.
Notwithstanding
the foregoing: (A) the Servicer shall have the option to purchase pursuant
to
this Section 3.16(c)(ii) only such delinquent Mortgage Loans having an aggregate
Stated Principal Balance such that, if such delinquent Mortgage Loans were
not
in the Trust, the Servicer Optional Purchase Delinquency Trigger would not
be
met; (B) if the Servicer purchases any delinquent Mortgage Loans pursuant to
this Section 3.16(c)(ii), it must purchase Mortgage Loans that are delinquent
the greatest number of days before it may purchase any that are delinquent
any
fewer number of days; (C) if the Servicer purchases some but not all Mortgage
Loans that are delinquent any given number of days, it must purchase Mortgage
Loans having the same delinquency status in the order of lowest Stated Principal
Balance to highest Stated Principal Balance; (D) the Servicer may at any time
relinquish its rights to purchase delinquent Mortgage Loans pursuant to this
Section 3.16(C)(ii) in writing delivered to the Trustee, and from and after
the
taking of such action by the Servicer, the provisions of this Section
3.16(c)(ii) shall no longer be of any force or effect.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as any
recovery resulting from a partial collection of Insurance Proceeds, Liquidation
Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will be
applied in the following order of priority: first,
to
unpaid Servicing Fees; second,
to
reimburse the Servicer or any Sub-Servicer for any related unreimbursed
Servicing Advances pursuant to Section 3.11(a)(iii) and Advances pursuant to
Section 3.11(a)(ii); third,
to
accrued and unpaid interest on the Mortgage Loan, to the date of the Final
Recovery Determination, or to the Due Date prior to the Distribution Date on
which such amounts are to be distributed if not in connection with a Final
Recovery Determination; and fourth,
as a
recovery of principal of the Mortgage Loan. The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or any
Sub-Servicer pursuant to Section 3.11(a)(iii).
| SECTION 3.17. |
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Servicer shall deliver to the Trustee, in written (with
two
executed copies) or electronic format, a Request for Release in the form of
Exhibit E (which certification shall include a statement to the effect that
all
amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.10
have
been or will be so deposited) signed by a Servicing Officer (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer) and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trustee
shall, within three Business Days, release and send by overnight mail, at the
expense of the Servicer, the related Mortgage File to the Servicer. The Trustee
agrees to indemnify the Servicer, out of its own funds, for any loss, liability
or expense (other than special, indirect, punitive or consequential damages
which will not be paid by the Trustee) incurred by the Servicer as a proximate
result of the 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) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Trustee shall, upon any request made by
or
on behalf of the Servicer and delivery to the Trustee, in written (with two
executed copies) or electronic format, of a Request for Release in the form
of
Exhibit E signed by a Servicing Officer (or in a mutually agreeable electronic
format that will, in lieu of a signature on its face, originate from a Servicing
Officer), release the related Mortgage File to the Servicer within three
Business Days, and the Trustee shall, at the direction of the Servicer, execute
such documents as shall be necessary to the prosecution of any such proceedings.
Such Request for Release shall obligate the Servicer to return each and every
document previously requested from the Mortgage File to the Trustee when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan has
been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have
been deposited in the Collection Account or the Mortgage File or such document
has been delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Servicer has delivered, or caused to
be
delivered, to the Trustee an additional Request for Release certifying as to
such liquidation or action or proceedings. Upon the request of the Trustee,
the
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 Servicer or its designee.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer or the Sub-Servicer, as the case may be, copies of,
any
court pleadings, requests for trustee's sale or other documents necessary to
the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any
legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note
or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or
rights provided by the Mortgage Note or Mortgage or otherwise available at
law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the
lien
of the Mortgage, except for the termination of such a lien upon completion
of
the foreclosure or trustee's sale.
| SECTION 3.18. |
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the Servicer shall
be
entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
from payments of interest in respect of such Mortgage Loan, subject to Section
3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
to
the extent permitted by Section 3.11(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 Servicer's responsibilities and obligations under this Agreement;
provided,
however,
that
the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
pursuant to a Sub-Servicing Agreement entered into under Section
3.02.
Additional
servicing compensation in the form of assumption fees, late payment charges,
insufficient funds charges, ancillary income or otherwise (other than Prepayment
Charges) shall be retained by the Servicer only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. The Servicer shall be required to
pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.14, to
the
extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer
and servicing compensation of each Sub-Servicer) and shall not be entitled
to
reimbursement therefor except as specifically provided herein.
The
Servicer shall be entitled to any Prepayment Interest Excess, which it may
withdraw from the Collection Account pursuant to Section
3.11(a)(ix).
| SECTION 3.19. |
Reports
to the Trustee; Collection Account
Statements.
|
Not
later
than ten days after each Distribution Date, the 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 Servicer to the Trustee.
| SECTION 3.20. |
Statement
as to Compliance.
|
Each
of
the Servicer and the Trustee shall deliver (or otherwise make available if
notice of such other means of delivery is provided) to the Depositor and the
Trustee, not later than March 15th
of each
calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of such party during the preceding calendar year and of performance
under this Agreement or other applicable servicing agreement has been made
under
such officers’ supervision and (ii) to the best of such officers’ knowledge,
based on such review, such party has fulfilled all of its obligations under
this
Agreement or other applicable servicing agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status of cure provisions thereof. Each such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
The
Servicer and the Trustee shall deliver a similar Annual Statement of Compliance
by any Sub-Servicer, subcontractor or other Person engaged by it and satisfying
any of the criteria set forth in Item 1108(a)(2)(i) - (iii) of Regulation AB
with respect to the Mortgage Loans, to the Trustee as described above as and
when required with respect to the Servicer.
In
the
event the Servicer or the Trustee is terminated or resigns pursuant to the
terms
of this Agreement, such party shall provide, and shall use its reasonable
efforts to cause any Sub-Servicer, subcontractor or other Person engaged by
it
and satisfying any of the criteria set forth in Item 1108(a)(2)(i) - (iii)
of
Regulation AB with respect to the Mortgage Loans that resigns or is terminated
under any applicable agreement to provide, an Annual Statement of Compliance
pursuant to this Section 3.20 with respect to the period of time that such
party
was subject to this Agreement or such other agreement, as applicable.
For
so
long as a Form 10-K is required to be filed with respect to the Trust for the
preceding calendar year, failure by the Servicer to timely comply with this
Section 3.20 shall be deemed a Servicer Event of Termination, and the Trustee
may (with the consent of the Depositor), in addition to whatever rights the
Trustee may have under this Agreement and at law or in equity, including
injunctive relief and specific performance, upon notice immediately terminate
all the rights and obligations of the Servicer under this Agreement and in
and
to the Mortgage Loans and the proceeds thereof without compensating the Servicer
for the same. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.
| SECTION 3.21. |
Assessment
of Compliance and Attestation
Report.
|
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Servicer, the Trustee and the Custodian shall deliver (or otherwise make
available if notice of such other means of delivery is provided) to the Trustee
and the Depositor on or before March 15th
of each
calendar year beginning in 2007, a report regarding such party’s assessment of
compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria
(as set forth in Exhibit S hereto) during the preceding calendar year. As set
forth in Regulation AB, the Assessment of Compliance must contain the
following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Relevant Servicing Criteria applicable to such party;
(b) A
statement by such officer that such officer used the Relevant Servicing
Criteria, and which will also be attached to the Assessment of Compliance,
to
assess compliance with the Relevant Servicing Criteria applicable to such
party;
(c) An
assessment by such officer of such party’s compliance with the applicable
Relevant Servicing Criteria for the period consisting of the preceding calendar
year, including disclosure of any material instance of noncompliance with
respect thereto during such period and a discussion of the nature and status
of
each such failure, which assessment shall be based on the activities it performs
with respect to asset-backed securities transactions taken as a whole involving
such party, that are backed by the same asset type as the Mortgage
Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on such party’s Assessment of Compliance with the Relevant Servicing
Criteria for the period consisting of the preceding calendar year;
and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Servicer, which statement shall be based on the activities it performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Servicer, that are backed by the same asset type as the Mortgage
Loans.
In
the
event the Servicer or the Trustee is terminated or resigns pursuant to the
terms
of this Agreement, such party shall provide, and each such party shall cause
each Sub-Servicer and subcontractor engaged by it and determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB that resigns or is terminated under any applicable agreement
to
provide, an annual Assessment of Compliance pursuant to this Section 3.21,
coupled with an attestation as required hereunder with respect to the period
of
time that such party was subject to this Agreement or the period of time such
party was subject to such other agreement.
Such
report at a minimum shall address each of the Relevant Servicing Criteria
specified on Exhibit S hereto which are indicated as applicable to the Servicer
or the Trustee.
On
or
before March 15th
of each
calendar year beginning in 2007, the Servicer, the Trustee and the Custodian,
each at its own expense, shall cause a registered public accounting firm to
furnish to the Trustee and the Depositor a report (an “Attestation Report”) by
such registered public accounting firm that attests to, and reports on, the
Assessment of Compliance made by such party, as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
Report must be made in accordance with standards for attestation reports issued
or adopted by the Public Company Accounting Oversight Board.
The
Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor
engaged by it and determined to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee
and
the Depositor an Assessment of Compliance and Attestation Report as and when
provided above setting forth the Servicing Criteria addressed in such
assessment.
Such
Assessment of Compliance, as to each Sub-Servicer and subcontractor determined
to be “participating in the servicing function” within the meaning of Item 1122
of Regulation AB, shall address each of the Servicing Criteria applicable to
it,
as specified on Exhibit S hereto. The Trustee shall confirm that the
assessments, taken individually, address the Servicing Criteria for each
attesting party as set forth on Exhibit S and notify the Depositor of any
exceptions. Notwithstanding the foregoing, as to any subcontractor, an
Assessment of Compliance is not required to be delivered unless it is required
as part of a Form 10-K with respect to the Trust Fund.
Promptly
after receipt of each such assessment of compliance and attestation report,
the
Trustee shall confirm that each assessment submitted pursuant to this Section
3.21 is coupled with an attestation meeting the requirements of this Section
and
notify the Depositor of any exceptions.
In
the
event the Servicer, the Trustee, the Custodian, or any Sub-servicer or
subcontractor determined to be “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB engaged by any such party, is
terminated, assigns its rights and duties under, or resigns pursuant to the
terms of, this Agreement, or any applicable custodial agreement, or
sub-servicing agreement, as the case may be, such party shall cause a registered
public accounting firm to provide an attestation pursuant to this Section 3.21,
or such other applicable agreement, notwithstanding any such termination,
assignment or resignation.
For
so
long as a Form 10-K is required to be filed with respect to the Trust for the
preceding calendar year, failure of the Servicer to comply with this Section
3.21 shall be deemed a Servicer Event of Termination, and the Trustee may (with
the consent of the Depositor), in addition to whatever rights the Trustee may
have under this Agreement and at law or in equity, including injunctive relief
and specific performance,
give
notice to Certificateholders that they have ten Business Days to object. If
no
such objection is received, the Trustee shall
immediately terminate all the rights and obligations of the Servicer under
this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same. This paragraph shall supersede any
other
provision in this Agreement or any other agreement to the contrary.
| SECTION 3.22. |
Access
to Certain Documentation.
|
The
Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder or Certificate Owner, access
to
the documentation regarding the Mortgage Loans required by applicable laws
and
regulations. Such access shall be afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to any Certificateholder or Certificate
Owner, the Trustee, the NIMS Insurer and to any Person identified to the
Servicer as a prospective transferee of a Certificate, upon reasonable request
during normal business hours at the offices of the Servicer designated by it
at
the expense of the Person requesting such access.
| SECTION 3.23. |
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The
Servicer, on behalf of REMIC 2, shall sell any REO Property as soon as practical
and in any event no later than the end of the third full taxable year after
the
taxable year in which such REMIC acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue
Service, no later than 60 days before the day on which the three-year grace
period would otherwise expire, an extension of such three-year period, unless
the Servicer shall have delivered to the Trustee 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 “prohibited transactions” thereof, as
defined in Section 860F of the Code, or cause any of the REMICs created
hereunder to fail to qualify as a REMIC under Federal law at any time that
any
Certificates are outstanding. The Servicer shall manage, conserve, protect
and
operate each REO Property for the Certificateholders solely for the purpose
of
its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by any of the REMICs
created hereunder of any “income from non-permitted assets” within the meaning
of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure
property” which is subject to taxation under the REMIC Provisions.
(b) The
Servicer shall separately account for all funds collected and received in
connection with the operation of any REO Property and shall establish and
maintain, or cause to be established and maintained, with respect to REO
Properties an account held in trust for the Trustee for the benefit of the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve as the
REO
Account, subject to separate ledgers for each REO Property. The Servicer shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in
connection with any REO Property as are consistent with the manner in which
the
Servicer manages and operates similar property owned by the Servicer or any
of
its Affiliates, all on such terms and for such period (subject to the
requirement of prompt disposition set forth in Section 3.23(a)) as the Servicer
deems to be in the best interests of Certificateholders. In connection
therewith, the Servicer shall deposit, or cause to be deposited in the clearing
account in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Servicer's receipt
thereof, and shall thereafter deposit in the REO Account, in no event more
than
two Business Days after the Servicer's receipt thereof, all revenues received
by
it with respect to an REO Property and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such REO Property
including, without limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes if, but only if,
the
Servicer would make such advances if the Servicer owned the REO Property and
if
in the Servicer's judgment, the payment of such amounts will be recoverable
from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, neither the Servicer nor the Trustee shall:
(A) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(B) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(C) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(D) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trustee and the NIMS Insurer, to the effect that such action will not cause
such REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code at any time that it is held by the
REMIC, in which case the Servicer may take such actions as are specified in
such
Opinion of Counsel.
The
Servicer may contract with any Independent Contractor for the operation and
management of any REO Property, provided that:
(1) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(2) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(3) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of any
such
REO Property; and
(4) the
Servicer shall be obligated with respect thereto to the same extent as if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it
to
any such Independent Contractor, irrespective of whether the Servicer's
compensation pursuant to Section 3.18 is sufficient to pay such fees;
provided,
however,
that to
the extent that any payments made by such Independent Contractor would
constitute Servicing Advances if made by the Servicer, such amounts shall be
reimbursable as Servicing Advances made by the Servicer.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. On the Servicer Remittance Date, the
Servicer shall withdraw from each REO Account maintained by it and deposit
into
the Distribution Account in accordance with Section 3.10(d)(ii), for
distribution on the related Distribution Date in accordance with Section 4.01,
the income from the related REO Property received during the related Prepayment
Period, net of any withdrawals made pursuant to Section 3.23(c) or this Section
3.23(d).
(e) Subject
to the time constraints set forth in Section 3.23(a), each REO Disposition
shall
be carried out by the Servicer in a manner, at such price and upon such terms
and conditions as shall be in conformity with the requirements of the Loss
Mitigation Procedures and as shall be normal and usual in its Servicing
Standard.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
deposited in the Distribution Account in accordance with Section 3.10(d)(ii)
on
the Servicer Remittance Date in the month following the receipt thereof for
distribution on the related Distribution Date in accordance with Section 4.01.
Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
| SECTION 3.24. |
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
Not
later
than 1:00 p.m. New York time on each Servicer Remittance Date, the Servicer
shall remit to the Distribution Account an amount (“Compensating Interest”)
equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls
for the related Distribution Date and (B) its aggregate Servicing Fee for the
related Due Period and any Prepayment Interest Excess earned during the related
Prepayment Period. The Servicer shall not have the right to reimbursement for
any amounts remitted to the Trustee in respect of Compensating Interest. Such
amounts so remitted shall be included in the Available Funds and distributed
therewith on the next Distribution Date. The Servicer shall not be obligated
to
pay Compensating Interest with respect to Relief Act Interest
Shortfalls.
| SECTION 3.25. |
Reports
Filed with Securities and Exchange
Commission.
|
(a) (i)
Within 15 days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Trustee shall, on behalf of the Trust and in
accordance with industry standards, prepare and file with the Commission via
the
Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), the report on Form
10-D, signed by the Depositor, with a copy of the Monthly Statement to be
furnished by the Trustee to the Certificateholders for such Distribution Date
and such other information required to be reported by the Trust on Form 10-D
as
set forth in this Section 3.25; provided that the Trustee shall have received
no
later than 5 calendar days after the related Distribution Date, all information
required to be provided to the Trustee as described in clause (a)(ii) below.
Any
disclosure in addition to the Monthly Statement that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the
paragraph immediately below, be reported to the Depositor and the Trustee by
the
parties set forth on Exhibit T, approved by the Depositor, and the Trustee
will
have no duty or liability for any failure hereunder to determine or prepare
any
Additional Form 10-D Disclosure information absent such reporting, direction
and
approval.
(ii) Within
5
calendar days after the related Distribution Date, (i) the parties set forth
in
Exhibit T shall be required to provide, pursuant to Section 3.25(a)(v) below,
to
the Trustee (at ,
with a
copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
in
▇▇▇▇▇-compatible format, or in such other format as otherwise agreed upon by
the
Trustee and such party, the form and substance of any Additional Form 10-D
Disclosure, if applicable, (ii) the parties listed on Exhibit T hereto shall
include with such Additional Form 10-D Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit U, and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be,
the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee
has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit T of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D Disclosure
information. The Depositor will be responsible for any reasonable fees and
expenses assessed or incurred by the Trustee in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this
Section.
After
preparing the Form 10-D, the Trustee shall forward electronically a draft copy
of the Form 10-D to the Depositor for review (provided that such Form 10-D
includes any Additional Form 10-D Disclosure) and execution. Within two Business
Days after receipt of such copy, but no later than the 12th
calendar
day after the Distribution Date, the Depositor shall notify the Trustee in
writing (which may be furnished electronically) of any changes to or approval
of
such Form 10-D. A duly authorized representative of the Depositor shall sign
the
Form 10-D no later than the close of business on the 13th
calendar
day after the Distribution Date and return an electronic or fax copy of such
signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously
filed Form 10-D needs to be amended, the Trustee will follow the procedures
set
forth in Section 3.25(a)(vi). Promptly (but no later than 1 Business Day) after
filing with the Commission, the Trustee will make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Trustee. Form 10-D requires the registrant to indicate (by checking “yes” or
“no”) that it “(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been
subject to such filing requirements for the past 90 days.” The Depositor hereby
represents to the Trustee that the Depositor has filed all such required reports
during the preceding 12 months and that it has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Trustee in
writing, no later than the fifth calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D, if the answer to
the
questions should be “no.” The Trustee shall be entitled to rely on such
representations in preparing and/or filing any such Form 10-D. The parties
to
this Agreement acknowledge that the performance by the Trustee of its duties
under Sections 3.25(a)(i) and (vi) related to the timely preparation,
arrangement for execution and filing of Form 10-D is contingent upon such
parties strictly observing all applicable deadlines in the performance of their
duties under such Sections. The Trustee shall have no liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 10-D, where such failure results
from the Trustee’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 10-D, not resulting from its own negligence, bad faith or
willful misconduct.
(iii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
shall prepare and file on behalf of the Trust a Form 8-K, as required by the
Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included
on
Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the paragraph
immediately below, be reported to the Depositor and the Trustee by the parties
set forth on Exhibit T, approved by the Depositor, and the Trustee will have
no
duty or liability for any failure hereunder to determine or prepare any Form
8-K
Disclosure Information absent such reporting, direction and
approval.
For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than 12:00 noon New York City time on the 2nd Business Day after the
occurrence of a Reportable Event (i) the parties set forth in Exhibit T shall
be
required pursuant to Section 3.25(a)(v) below to provide to the Trustee (at
,
with a
copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
in
▇▇▇▇▇-compatible format, or in such other format as otherwise agreed upon by
the
Trustee and such party, the form and substance of any Form 8-K Disclosure
Information, if applicable, (ii) the parties listed on Exhibit T hereto shall
include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit U, and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be,
the
inclusion of the Form 8-K Disclosure Information on Form 8-K. The Trustee has
no
duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit T of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information. The Depositor
will be responsible for any reasonable fees and expenses assessed or incurred
by
the Trustee in connection with including any Form 8-K Disclosure Information
on
Form 8-K pursuant to this Section.
After
preparing the Form 8-K, the Trustee shall forward electronically a draft copy
of
the Form 8-K to the Depositor for review. No later than the close of business
on
the third Business Day after the Reportable Event, the Depositor shall notify
the Trustee in writing (which may be furnished electronically) of any changes
to
or approval of such Form 8-K. A duly authorized representative of the Depositor
shall sign the Form 8-K by noon on the 4th
Business
Day after the Reportable Event and return an electronic or fax copy of such
signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trustee will follow the procedures
set
forth in Section 3.25(a)(vi). Promptly (but no later than 1 Business Day) after
filing with the Commission, the Trustee will make available on its internet
website a final executed copy of each Form 8-K prepared and filed by the
Trustee. The parties to this Agreement acknowledge that the performance by
the
Trustee of its duties under this Section 3.25(a)(iii) related to the timely
preparation, arrangement for execution and filing of Form 8-K is contingent
upon
such parties strictly observing all applicable deadlines in the performance
of
their duties under this Section 3.25(a)(iii). The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare and/or timely file such Form 8-K, where such
failure results from the Trustee’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence,
bad
faith or willful misconduct.
(iv) (A)
On or
before 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in March 2007, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement, (I) the annual compliance statements
required under Section 3.20, (II)(A) the annual reports on assessment of
compliance with Servicing Criteria required under Section 3.21, and (B) any
such
report on assessment of compliance with servicing criteria described under
Section 3.21 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any such report on assessment
of compliance with Servicing Criteria described under Section 3.21 is not
included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (III)(A) the
registered public accounting firm attestation reports required under Section
3.21, and (B) if any registered public accounting firm attestation report
described under Section 3.21 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered
public accounting firm attestation report is not included as an exhibit to
such
Form 10-K, disclosure that such report is not included and an explanation why
such report is not included, and (IV) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification
(“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”) as described in this Section 3.25 (a)(iv)(D)
below. Any disclosure or information in addition to (I) through (IV) above
that
is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit T, approved by the Depositor, and the Trustee will have
no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure absent such reporting, direction and
approval.
No
later
than March 1 (with a 10 calendar day cure period) of each year that the Trust
is
subject to the Exchange Act reporting requirements, commencing in 2007, (i)
the
parties set forth in Exhibit T shall be required to provide pursuant to Section
3.25(a)(v) below to the Trustee (at ,
with a
copy by facsimile to 410-715-2380) and the Depositor, to the extent known,
in
▇▇▇▇▇-compatible format, or in such other format as otherwise agreed upon by
the
Trustee and such party, the form and substance of any Additional Form 10-K
Disclosure, if applicable, (ii) the parties listed on Exhibit T hereto shall
include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit U, and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be,
the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee
has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit T of their duties under this paragraph or proactively
solicit or procure from such parties any Form 10-K Disclosure Information.
The
Depositor will be responsible for any reasonable fees and expenses assessed
or
incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this Section.
After
preparing the Form 10-K, the Trustee shall forward electronically a draft copy
of the Form 10-K to the Depositor for review. Within three (3) Business Days
after receipt of such copy, but no later than March 25th,
the
Depositor shall notify the Trustee of any changes to or approval of such Form
10-K. The Depositor shall cause a senior officer of the Depositor to sign the
Form 10-K no later than four (4) Business Days prior to the 10-K Filing Deadline
and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Trustee will follow the procedures set forth in Section 3.25(a)(vi).
Promptly (but no later than 1 Business Day) after filing with the Commission,
the Trustee will make available on its internet website a final executed copy
of
each Form 10-K prepared and filed by the Trustee. Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.” The Depositor hereby represents to the
Trustee that the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement
for
the past 90 days. The Depositor shall notify the Trustee in writing, no later
than the 15th calendar day of March in any year in which the Trust is subject
to
the reporting requirements of the Exchange Act, if the answer to the questions
should be “no.” The Trustee shall be entitled to rely on such representations in
preparing and/or filing any such Form 10-K. The parties to this Agreement
acknowledge that the performance by the Trustee of its duties under Sections
3.25(a)(iv) and (vi) related to the timely preparation and filing of Form 10-K
is contingent upon such parties strictly observing all applicable deadlines
in
the performance of their duties under such Sections, Section 3.20 and Section
3.21. The Trustee shall have no liability for any loss, expense, damage or
claim
arising out of or with respect to any failure to properly prepare and/or timely
file such Form 10-K, where such failure results from the Trustee’s inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
Each
Form
10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), exactly
as set forth in Exhibit R-1 attached hereto, required to be included therewith
pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Trustee shall provide to the Person
who
signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 10 of
each year in which the Trust is subject to the reporting requirements of the
Exchange Act and otherwise within a reasonable period of time upon request,
a
certification (each, a “Back-Up Certification”), in the form attached hereto as
Exhibit R-2, upon which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity’s officers, directors and
Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely. The senior officer of the Depositor shall serve as the
Certifying Person on behalf of the Trust. In the event the Trustee is terminated
or resigns pursuant to the terms of this Agreement, the Trustee shall provide
a
Back-Up Certification to the Certifying Person pursuant to this Section
3.25(a)(iv) with respect to the period of time it was subject to this
Agreement.
(v) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Trustee’s obligation to include
such Additional Information in the applicable Exchange Act report is subject
to
receipt from the entity that is indicated in Exhibit T as the responsible party
for providing that information, if other than the Trustee, as and when required
as described in Section 3.25(a)(i) through (iv) above. Each of the Servicer,
the
Seller and Depositor hereby agree to notify and provide to the extent known
to
the Trustee and the Depositor all Additional Disclosure relating to the Trust
Fund, with respect to which such party is indicated in Exhibit T as the
responsible party for providing that information. The Swap Provider will be
obligated pursuant to the Swap Agreement to provide to the Trustee any
information that may be required to be included in any Form 10-D, Form 8-K
or
Form 10-K. The Servicer shall be responsible for determining the pool
concentration applicable to any Sub-Servicer or originator at any time, for
purposes of disclosure as required by Items 1117 and 1119 of Regulation
AB.
(vi) On
or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall prepare and file a Form 15 Suspension
Notification relating to the automatic suspension of reporting in respect of
the
Trust under the Exchange Act.
In
the
event that the Trustee is unable to timely file with the Commission all or
any
required portion of any Form 8-K, Form 10-D or Form 10-K required to be filed
by
this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this
Agreement or for any other reason, the Trustee will promptly notify the
Depositor. In the case of Form 10-D and Form 10-K, the Depositor, Servicer
and
Trustee will cooperate to prepare and file a Form 12b-25, a Form 10-D/A and
a
Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In
the
case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended in
connection with any Additional Form 10-D Disclosure (other than, in the case
of
Form 10-D, for the purpose of restating any Monthly Statement), Additional
Form
10-K Disclosure or Form 8-K Disclosure Information, the Trustee will notify
the
Depositor and the Servicer and such parties will cooperate to prepare any
necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25
or
any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by a duly
authorized representative or senior officer in charge of securitization, as
applicable, of the Depositor. The Depositor and Servicer acknowledge that the
performance by the Trustee of its duties under this Section 3.25(a)(vi) related
to the timely preparation, arrangement for execution and filing of Form 15,
a
Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon the Servicer and the Depositor performing their duties under this Section.
The Trustee shall have no liability for any loss, expense, damage, claim arising
out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
8-K,
Form 10-D or Form 10-K, where such failure results from the Trustee’s inability
or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form
12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement, the Mortgage Loans as the Trustee reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The Trustee shall have no responsibility to file any items other than those
specified in this Section 3.25; provided, however, the Trustee will cooperate
with the Depositor in connection with any additional filings with respect to
the
Trust Fund as the Depositor deems necessary under the Exchange Act. Fees and
expenses incurred by the Trustee in connection with this Section 3.25 shall
not
be reimbursable from the Trust Fund.
(b) In
connection with the filing of any Form 10-K hereunder, the Trustee shall sign
a
certification (a “Form of Back-Up Certification for Form 10K Certificate,”
substantially in the form attached hereto as Exhibit R-2) for the Depositor
regarding certain aspects of the Form 10-K certification signed by the
Depositor, provided, however, that the Trustee shall not be required to
undertake an analysis of any accountant’s report attached as an exhibit to the
Form 10-K.
(c) The
Trustee shall indemnify and hold harmless the Depositor and its officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) a breach of the
Trustee’s obligations under this Section 3.25 or the Trustee’s negligence, bad
faith or willful misconduct in connection therewith and (ii) any material
misstatement or omission in the Annual Statement of Compliance delivered by
the
Trustee pursuant to Section 3.20 or the Assessment of Compliance delivered
by
the Trustee pursuant to Section 3.21.
The
Depositor shall indemnify and hold harmless the Trustee and the Custodian and
the officers, directors and affiliates of each from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the obligations of the Depositor under this Section
3.25.
The
Servicer shall indemnify and hold harmless the Trustee and the Custodian and
the
respective officers, directors and affiliates of each from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon (i) a breach of the obligations of the Servicer under this Section
3.25 and (ii) any material misstatement or omission in the Annual Statement
of
Compliance delivered by the Servicer pursuant to Section 3.20 or the Assessment
of Compliance delivered by the Servicer pursuant to Section 3.21.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Trustee or the Custodian, as applicable, then the
defaulting party, in connection with a breach of its respective obligations
under this Section 3.25, agrees that it shall contribute to the amount paid
or
payable by each such party as a result of the losses, claims, damages or
liabilities of such party in such proportion as is appropriate to reflect the
relative fault of the defaulting party on the one hand and each such
non-defaulting party on the other.
(d) Nothing
shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trustee or any officer, director or Affiliate thereof to sign any Form
10-K
or any certification contained therein. Furthermore, the inability of the
Trustee to file a Form 10-K as a result of the lack of required information
as
set forth in Section 3.25(a) or required signatures on such Form 10-K or any
certification contained therein shall not be regarded as a breach by the Trustee
of any obligation under this Agreement.
(e) Notwithstanding
the provisions of Section 11.01, this Section 3.25 may be amended without the
consent of the Certificateholders.
| SECTION 3.26. |
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to the
Mortgage Loans in the aggregate results from or is attributable to adjustments
to Mortgage Rates, Monthly Payments or Stated Principal Balances that were
made
by the Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of
notice thereof, immediately shall deposit in the Collection Account from its
own
funds the amount of any such shortfall and shall indemnify and hold harmless
the
Trust Fund, the Trustee, the 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 Servicer to seek recovery of any such amounts from
the
related Mortgagor under the terms of the related Mortgage Note, as permitted
by
law.
| SECTION 3.27. |
Solicitations.
|
From
and
after the Closing Date, the Servicer agrees that it will not take any action
or
permit or cause any action to be taken by any of its agents and Affiliates,
or
by any independent contractors or independent mortgage brokerage companies
on
the Servicer's behalf, to personally, by telephone, mail or electronic mail,
solicit
the Mortgagor under any Mortgage Loan for the purpose of refinancing such
Mortgage Loan;
provided,
that
the Servicer may solicit any Mortgagor for whom the Servicer has received a
request for verification of mortgage, a request for demand for payoff, a
mortgagor initiated written or verbal communication indicating a desire to
prepay the related Mortgage Loan, another mortgage company has pulled a credit
report on the mortgagor or the mortgagor initiates a title search; provided
further, it is understood and agreed that promotions undertaken by the Servicer
or any of its Affiliates which (i) concern optional insurance products or other
additional products or (ii) are directed to the general public at large,
including, without limitation, mass mailings based on commercially acquired
mailing lists, newspaper, radio and television advertisements shall not
constitute solicitation under this Section, nor is the Servicer prohibited
from
responding to unsolicited requests or inquiries made by a Mortgagor or an agent
of a Mortgagor. Furthermore, the Servicer shall be permitted to include in
its
monthly statements to borrowers or otherwise, statements regarding the
availability of the Servicer's counseling services with respect to refinancing
mortgage loans.
Notwithstanding
the foregoing, with respect to any Fixed-Rate Mortgage Loan, the Servicer may
solicit the Mortgagor for the purpose of refinancing such Mortgage Loan,
beginning 60 days prior to the later of (i) the expiration of the related
Prepayment Charge term, if applicable and (ii) 24 months following origination
of such Mortgage Loan and with respect to any Adjustable-Rate Mortgage Loan,
the
Servicer may solicit the Mortgagor for the purpose of refinancing such Mortgage
Loan, beginning 60 days prior to the later of (i) the expiration of the related
Prepayment Charge term, if applicable and (ii) the expiration of any applicable
fixed-rate period.
| SECTION 3.28. |
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, “Net WAC Rate Carryover Reserve
Account, ▇▇▇▇▇ Fargo Bank, N.A., as Trustee, in trust for registered Holders
of
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3”
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 Class C
Certificateholder or their designee.
It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class C Certificates
unless and until the date when either (a) there is more than one Class C
Certificateholder or (b) any Class of Certificates in addition to the Class
C
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. If the Net WAC Rate Carryover Reserve Account shall
be
treated as a partnership, ▇▇▇▇▇ Fargo shall not be required to prepare and
file
partnership tax returns in respect of such partnership unless it receives
additional reasonable compensation (not to exceed $10,000 per year) for the
preparation of such filings, written notification recognizing the creation
of a
partnership agreement or comparable documentation evidencing the partnership,
if
any. The Net WAC Rate Carryover Reserve Account will be an “outside reserve
fund” within the meaning of Treasury Regulation Section 1.860G-2(h). All amounts
deposited into the Net WAC Rate Carryover Reserve Account shall be treated
as
amounts distributed by REMIC 4 to the Holder of the Class C Interest and by
REMIC 5 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 “regular interest”
in a REMIC within the meaning of Code Section 860(G)(a)(1).
By
accepting a Class C Certificate, each Class C Certificateholder hereby agrees
to
direct the 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 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.
| SECTION 3.29. |
Advancing
Facility.
|
(a) The
Servicer and/or the Trustee on behalf of the Trust Fund, in either case, with
the consent of the NIMS Insurer and the Servicer in the case of the Trustee,
is
hereby authorized to enter into a facility (the “Advancing Facility”) with any
Person which provides that such Person (an “Advancing Person”) may fund Advances
and/or Servicing Advances to the Trust Fund under this Agreement, although
no
such facility shall reduce or otherwise affect the Servicer's obligation to
fund
such Advances and/or Servicing Advances. If the Servicer enters into such an
Advancing Facility pursuant to this Section 3.29, upon reasonable request of
the
Advancing Person, the Trustee shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advancing Facility.
To
the extent that an Advancing Person funds any Advance or any Servicing Advance
and provides the Trustee with notice acknowledged by the Servicer that such
Advancing Person is entitled to reimbursement, such Advancing Person shall
be
entitled to receive reimbursement pursuant to this Agreement for such amount
to
the extent provided in Section 3.29(b). Such notice from the Advancing Person
must specify the amount of the reimbursement, the Section of this Agreement
that
permits the applicable Advance or Servicing Advance to be reimbursed and the
section(s) of the Advancing Facility that entitle the Advancing Person to
request reimbursement from the Trustee, rather than the Servicer, and include
the 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 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) If
an
Advancing Facility is entered into, then the Servicer shall not be permitted
to
reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii),
Section 3.11(a)(vi), Section 3.11(a)(vii), Section 3.11(a)(viii) and Section
4.04(b) prior to the remittance to the Trust Fund, but instead the Servicer
shall include such amounts in the applicable remittance to the Trustee made
pursuant to Section 3.10(a). The Trustee is hereby authorized to pay to the
Advancing Person, reimbursements for Advances and Servicing Advances from the
Distribution Account to the same extent the Servicer would have been permitted
to reimburse itself for such Advances and/or Servicing Advances in accordance
with Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(vi), Section
3.11(a)(vii), Section 3.11(a)(viii) or Section 4.04(b), as the case may be,
had
the Servicer itself funded such Advance or Servicing Advance. The Trustee is
hereby authorized to pay directly to the Advancing Person such portion of the
Servicing Fee as the parties to any advancing facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.29 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advancing Facility
as
described generally in this Section 3.29, including amendments to add provisions
relating to a successor Servicer, may be entered into by the Trustee and the
Servicer without the consent of any Certificateholder but with the consent
of
the NIMS Insurer, notwithstanding anything to the contrary in this
Agreement.
| SECTION 3.30. |
PMI
Policy; Claims Under the PMI Policy
|
Notwithstanding
anything to the contrary elsewhere in this Article III, the Servicer shall
not
agree to any modification or assumption of a PMI Mortgage Loan or take any
other
action with respect to a PMI Mortgage Loan that could result in denial of
coverage under the PMI Policy. The Servicer shall notify the PMI Insurer that
the Trustee, on behalf of the Trust, is the Insured, as that term is defined
in
the PMI Policy, of each PMI Mortgage Loan. The Servicer shall, on behalf of
the
Trust, prepare and file on a timely basis with the PMI Insurer, all claims
which
may be made under the PMI Policy with respect to the PMI Mortgage Loans.
Consistent with all rights and obligations hereunder, the Servicer shall take
all actions required of a servicer under the PMI Policy. Any amount received
from the PMI Insurer with respect to any such PMI Mortgage Loan shall be
deposited by the Servicer, no later than two Business Days following receipt
thereof, into the Collection Account.
The
Trustee is hereby directed to execute and deliver the PMI Policy, on behalf
of
the Trust, among the Trustee, the PMI Insurer and the Servicer for the benefit
of the Trust Fund.
ARTICLE
IV
FLOW
OF
FUNDS
| SECTION 4.01. |
Distributions.
|
(a) (I)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) to
the
Holders
of the Class I-A-1 Certificates, the Monthly Interest Distributable Amount
and
the Unpaid Interest Shortfall Amount, if any, for the Class I-A-1 Certificates
for such Distribution Date; and
(ii) 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) 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) 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) to
the
Holders of the Class I-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) 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 ▇-▇, ▇▇▇▇▇
▇-▇,
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) (I)On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, distributions in respect of principal to the extent of the Group
I
Principal Distribution Amount shall be made in the following amounts and order
of priority:
(i) to
the
Holders of the Class I-A-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
(ii) 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) 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) to
the
Holders of the Group II Certificates (allocated as described below), until
the
Certificate Principal Balances thereof have been reduced to zero;
(ii) after
taking into account the amount distributed to the Holders of the Class
I-A-1
Certificates
pursuant to Section 4.01(b)(I)(i) above on such Distribution Date, to the
Holders of the Class I-A-1
Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero.
(III) 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 ▇-▇, ▇▇▇▇▇ ▇-▇, 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) (I)On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Group I Principal Distribution Amount shall be made in the following amounts
and order of priority:
(i) to
the
Holders of the Class I-A-1
Certificates,
the Group I Senior Principal Distribution Amount until the Certificate Principal
Balance thereof have been reduced to zero;
(ii) 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) 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:
(i) 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) to
the
Holders of the Class I-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) 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) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates and
the
Class M-3 Certificates, in that order, the Class M-1/M-2/M-3 Principal
Distribution Amount until the Certificate Principal Balances thereof have been
reduced to zero;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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;
(vii) 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;
(viii) 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
(ix) 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 II-A-1, Class II-A-2, Class II-A-3 and
Class II-A-4 Certificates, in that order, until the Certificate Principal
Balance of each such Class of Certificates has been reduced to zero; 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) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
follows:
(i) 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) 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) 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) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(v) 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;
(vi) 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) 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) 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) sequentially,
to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, 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 Servicer
Prepayment Charge Amounts paid by the Servicer during the related Prepayment
Period will be withdrawn from the Distribution Account and distributed by the
Trustee to the Holders of the Class P Certificates and shall not be available
for distribution to the Holders of any other Class of Certificates. The payment
of the foregoing amounts to the Holders of the Class P Certificates shall not
reduce the Certificate Principal Balances thereof.
(e) On
or
before each Distribution Date, Net Swap Payments (whether payable to the Swap
Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Swap Agreement and any Swap Termination Payments owed
to
the Supplemental Interest Trust Trustee will be deposited by the Supplemental
Interest Trust Trustee into the Swap Account. On each Distribution Date and
prior to any distribution to any Certificate, the Swap Administrator shall
withdraw and distribute from amounts on deposit in the Swap Account (other
than
amounts representing Swap Termination Payments received by the Supplemental
Interest Trust Trustee) the following amounts:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date; and
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap
Agreement.
(f) 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) 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;
(ii) sequentially,
to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, 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;
(iii) 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;
(iv) sequentially
to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, 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;
(v) 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
(vi) sequentially,
to the Class ▇-▇, ▇▇▇▇▇ ▇-▇, 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.
Notwithstanding
any of the foregoing, the aggregate amount distributed under clause (iii) and
(iv) above on such Distribution Date, when added to the cumulative amount
distributed under clause (iii) and (iv) above
on
all prior Distribution Dates, will not be permitted to exceed the cumulative
amount of Realized Losses incurred on the Mortgage Loans since the Cut-off
Date
through the last day of the Prepayment Period (reduced by the aggregate amount
of Subsequent Recoveries received since the Cut-off date through the last day
of
the Prepayment Period). Any amounts that would otherwise be distributable from
the Supplemental Interest Trust on any Distribution Date under clause (iii)
and
(iv) above, but for the foregoing proviso, will be retained in the Supplemental
Interest Trust and will be included in amounts available for distribution from
the Supplemental Interest Trust on the next succeeding Distribution Date,
subject to the foregoing proviso in the case of amounts to be distributed under
clause (iii) and (iv) above.
(g) 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.
(h) Distributions
on Book-Entry Certificates.
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, which shall credit the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution
to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Trustee, the Depositor, the Servicer or the Originator
shall have any responsibility therefor except as otherwise provided by
applicable law.
(i) Subsequent
Recoveries.
On each
Distribution Date, following all distributions on the Certificates pursuant
to
Section 4.01, an amount equal to the amount of Subsequent Recoveries deposited
into the Collection Account pursuant to Section 3.10 and included in the
Available Funds for such Distribution 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.
(j) 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.
| SECTION 4.02. |
[Reserved].
|
| SECTION 4.03. |
Statements.
|
(a) On
each
Distribution Date, based, as applicable, on information provided to it by the
Servicer, the Trustee shall prepare and make available to each Holder of the
Regular Certificates, the Swap Provider, the Servicer and the Rating Agencies,
a
statement as to the distributions made on such Distribution Date (the “Monthly
Statement”):
(i) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates allocable to principal and the amount of the
distribution made to the Holders of the Class P Certificates allocable to
Prepayment Charges and Servicer Prepayment Charge Payment Amounts;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates (other than the Class P Certificates) allocable
to
interest, separately identified;
(iii) Net
Monthly Excess Cashflow, the Overcollateralized Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency
Amount and the Overcollateralization Target Amount as of such Distribution
Date
and the Excess Overcollateralized Amount for the Mortgage Pool for such
Distribution Date;
(iv) any
fees
and expenses of the Trust accrued and paid on such Distribution Date and to
whom
such fees and expenses were paid;
(v) the
aggregate amount of Advances for the related Due Period (including the general
purpose of such Advances);
(vi) the
aggregate amount of interest and scheduled principal received or advanced by
the
Servicer with respect to the related Due Period;
(vii) with
respect to each Loan Group, the related group balance at the Close of Business
at the end of the related Due Period;
(viii) the
number, aggregate principal balance, weighted average remaining term to maturity
and weighted average Mortgage Rate of the Mortgage Loans as of the related
Determination Date;
(ix) the
number and aggregate unpaid principal balance of Mortgage Loans (except those
Mortgage Loans that are liquidated as of the end of the related Prepayment
Period) that were (as determined using the OTS method) (A) Delinquent (exclusive
of Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30 to
59
days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which foreclosure
proceedings have been commenced and Delinquent (1) 30 to 59 days, (2) 60 to
89
days and (3) 90 or more days, (C) in bankruptcy and Delinquent (1) 30 to 59
days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the Close
of
Business on the last day of the calendar month preceding such Distribution
Date
and (D) REO Properties;
(x) the
Delinquency Percentage;
(xi) the
total
number and cumulative principal balance of all Liquidated Mortgage Loans as
of
the Close of Business of the last day of the preceding Prepayment Period, prior
to the reduction of each principal balance to zero;
(xii) the
total
number and cumulative principal balance of all REO Properties as of the Close
of
Business of the last day of the preceding Prepayment Period;
(xiii) the
aggregate amount of Principal Prepayments in full, the aggregate amount of
Principal Prepayments in part and Net Liquidation Proceeds made during the
related Prepayment Period;
(xiv) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period and the cumulative amount of Realized Losses;
(xv) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account for such Distribution Date;
(xvi) the
Certificate Principal Balance of each Class of Class A Certificates, each class
of Mezzanine Certificates and the Class C Certificates, before and after giving
effect to the distributions made on such Distribution Date;
(xvii) the
Monthly Interest Distributable Amount in respect of each Class of Class A
Certificates, each class of Mezzanine Certificates and the Class C Certificates
for such Distribution Date and the Unpaid Interest Shortfall Amount, if any,
with respect to the Class A Certificates, the Mezzanine Certificates and the
Class C Certificates for such Distribution Date;
(xviii) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to Section
3.26;
(xix) the
Senior Credit Enhancement Percentage for such Distribution Date;
(xx) the
Net
WAC Rate Carryover Amount for each class of Class A Certificates and each class
of Mezzanine Certificates, if any, for such Distribution Date and the amount
remaining unpaid after reimbursements therefor on such Distribution
Date;
(xxi) the
amount of any Net Swap Payments or Swap Termination Payments (a) due from the
Trust and (b) due from the Swap Provider;
(xxii) whether
the Stepdown Date or a Trigger Event is in effect;
(xxiii) the
total
cashflows received;
(xxiv) 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;
(xxv) (A)
the
amount of payments received related to claims under the PMI Policy during the
related Prepayment Period (and the number of Mortgage Loans to which such
payments related) and (B) the cumulative amount of payments received related
to
claims under the PMI Policy since the Closing Date (and the number of Mortgage
Loans to which such payments related);
(xxvi) A)
the
dollar amount of claims made under the PMI Policy that were denied during the
Prepayment Period (and the number of Mortgage Loans to which such denials
related) and (B) the dollar amount of the cumulative claims made under the
PMI
Policy that were denied since the Closing Date (and the number of Mortgage
Loans
to which such denials related);
(xxvii) the
amount on deposit Net WAC Rate Carryover Reserve Account; and
(xxviii) the
applicable Record Date, Accrual Period and Determination Date for calculating
distributions for such Distribution Date.
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 “▇▇▇.▇▇▇▇▇▇▇.▇▇▇”. Assistance in using the website can be obtained by
calling the Trustee's customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. 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 entitled to rely on but shall not be responsible for
the
content or accuracy of any information provided by third parties for purposes
of
preparing the distribution date statement and may affix thereto any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party thereto).
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the Cut-off
Date.
In
addition, the Trustee will report on Form 10-D any material breaches of
representations and warranties regarding the Mortgage Loans to the extent known
to the Trustee and if applicable, material modifications, extensions or waivers
to Mortgage Loan terms, fees, penalties or payments during the preceding
calendar month or that have become material over time.
(b) 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) On
each
Distribution Date, the Trustee shall make available 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) 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.
(e) For
each
Distribution Date, through and including the Distribution Date in December
2006,
the Trustee shall calculate the Significance Percentage of the Interest Rate
Swap Agreement. If on any such Distribution Date, the Significance Percentage
is
equal to or greater than 9%, the Trustee shall promptly notify the Depositor
and
the Depositor, on behalf of the Trustee, shall obtain the financial information
required to be delivered by the Swap Provider pursuant to the terms of the
Interest Rate Swap Agreement. If, on any succeeding Distribution Date through
and including the Distribution Date in December 2006, the Significance
Percentage is equal to or greater than 10%, the Trustee shall promptly notify
the Depositor and the Depositor shall, within 5 Business Days of such
Distribution Date, deliver to the Trustee the financial information provided
to
it by the Swap Provider for inclusion in the Form 10-D relating to such
Distribution Date. If on any Distribution Date after December 2006, the
Significance Percentage is greater than 10%, the Trustee shall include the
Significance Percentage on the statement to Certificateholders for the related
Distribution Date.
| SECTION 4.04. |
Remittance
Reports; Advances.
|
(a) On
the
second Business Day following each Determination Date but in no event later
than
the earlier of (i) such date which would allow the indenture trustee to submit
a
claim to the NIMS Insurer under the Indenture so as to allow a timely payment
by
the NIMS Insurer under the insurance policy related to the notes insured by
the
NIMS Insurer and (ii) the 20th
day of
each month (or if such 20th
day is
not a Business Day, the preceding Business Day), the Servicer shall deliver
to
the Trustee by telecopy or electronic mail (or by such other means as the
Servicer and the Trustee may agree from time to time) a Remittance Report in
the
form of Exhibit O hereto (or such form mutually agreed upon) with respect to
the
related Distribution Date. Not later than the 20th
day of
each month (or if such 20th
day is
not a Business Day, the preceding Business Day), the Servicer shall deliver
or
cause to be delivered to the Trustee in addition to the information provided
on
the Remittance Report, such other information reasonably available to it with
respect to the Mortgage Loans as the Trustee may reasonably require to perform
the calculations necessary to make the distributions contemplated by Section
4.01 and to prepare the statements to Certificateholders contemplated by Section
4.03. The Trustee shall not be responsible to recompute, recalculate or verify
any information provided to it by the Servicer.
(b) The
amount of Advances to be made by the Servicer for any Distribution Date shall
equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
Monthly Payments (net of the related Servicing Fee), due during the related
Due
Period in respect of the Mortgage Loans, which Monthly Payments were delinquent
on a contractual basis as of the Close of Business on the related Determination
Date and (ii) with respect to each REO Property, which REO Property was acquired
during or prior to the related Due Period and as to which REO Property an REO
Disposition did not occur during the related Due Period, an amount equal to
the
excess, if any, of the REO Imputed Interest on such REO Property for the most
recently ended calendar month, over the net income from such REO Property
transferred to the Distribution Account pursuant to Section 3.23 for
distribution on such Distribution Date.
(c) On
or
before 1:00 p.m. New York time on the Servicer Remittance Date, the Servicer
shall remit in immediately available funds to the Trustee for deposit in the
Distribution Account an amount equal to the aggregate amount of Advances, if
any, to be made in respect of the Mortgage Loans and REO Properties for the
related Distribution Date either (i) from its own funds or (ii) from the
Collection Account, to the extent of funds held therein for future distribution
(in which case it will cause to be made an appropriate entry in the records
of
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.04, used by the Servicer in discharge of any such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties. Any amounts held for future distribution used by
the
Servicer to make an Advance as permitted in the preceding sentence or withdrawn
by the Servicer as permitted in Section 3.11(a)(ii) in reimbursement of Advances
previously made shall be appropriately reflected in the Servicer's records
and
replaced by the Servicer by deposit in the Collection Account on or before
any
future Servicer Remittance Date to the extent that the Available Funds for
the
related Distribution Date (determined without regard to Advances to be made
on
the Servicer Remittance Date) shall be less than the total amount that would
be
distributed to the Classes of Certificateholders pursuant to Section 4.01 on
such Distribution Date if such amounts held for future distributions had not
been so used to make Advances or reimburse for previously made Advances. The
Trustee will provide notice to the NIMS Insurer and the Servicer by telecopy
by
the Close of Business on any Servicer Remittance Date in the event that the
amount remitted by the Servicer to the Trustee on such date is less than the
Advances required to be made by the Servicer for the related Distribution Date,
as set forth in the related Remittance Report.
(d) The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (d) below, and, with
respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
in
full or until the recovery of all Liquidation Proceeds thereon.
(e) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance or Servicing Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officers' Certificate of the Servicer
delivered to the NIMS Insurer, the Depositor and the Trustee.
| SECTION 4.05. |
Swap
Account.
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate
Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental
Interest Trust shall be maintained by the Supplemental Interest Trust Trustee,
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,
“Swap Account, ▇▇▇▇▇ 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 2006-3, Asset-Backed Certificates, Series 2006-3.” 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.
The
Depositor hereby directs the Trustee to execute, deliver and perform its
obligations and to make any representations under the Interest Rate Swap
Agreement (in its capacity as Supplemental Interest Trust Trustee). The
Depositor, the Servicer and the Holders of the Offered Certificates by their
acceptance of such Certificates acknowledge and agree that the Trustee shall
execute, deliver and perform its obligations under the Interest Rate Swap
Agreement and shall do so solely in its capacity as Supplemental Interest Trust
Trustee and not in its individual capacity. In making the representation under
Section 4(3)(b) of the Interest Rate Swap Agreement, the Trustee is entitled
to
rely on the representation made by the Depositor in Section 2.06(x) of this
Agreement. Every provision of this Agreement relating to the conduct or
affecting the liability of or affording protection to the Trustee shall apply
to
the Trustee’s execution of the Interest Rate Swap Agreement and the performance
of its duties and satisfaction of its obligations thereunder.
(b) 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 “Swap Administration Agreement”),
among ▇▇▇▇▇ 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) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class C Certificates unless and until
the date when either (a) there is more than one Class C Certificateholder or
(b)
any Class of Certificates in addition to the Class C Certificates is
recharacterized as an equity interest in the Supplemental Interest Trust for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Supplemental Interest Trust be treated as a partnership. If
the Supplemental Interest Trust shall be treated as a partnership, ▇▇▇▇▇ Fargo
shall not be required to prepare and file partnership tax returns in respect
of
such partnership unless it receives additional reasonable compensation (not
to
exceed $10,000 per year) for the preparation of such filings, written
notification recognizing the creation of a partnership agreement or comparable
documentation evidencing the partnership, if any. The Supplemental
Interest Trust will be an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trustee shall treat the Holders of Certificates (other than the Class P, Class
C, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class C, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder of
the
Class C Certificates an aggregate amount equal to the excess, if any, of (i)
the
amount payable on such Distribution Date on the REMIC 4 Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro
rata
among
such Certificates based on the amount of interest otherwise payable to such
Certificates, and a Class IO Distribution Amount payable from principal
collections shall be allocated to the most subordinate Class of Certificates
with an outstanding principal balance to the extent of such balance. In
addition, pursuant to such notional principal contract, the Holder of the Class
C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover
Amounts to the Holders of the Certificates (other than the Class C, Class P,
Class R and Class R-X Certificates) in accordance with the terms of this
Agreement. Any payments to the Certificates from amounts deemed received in
respect of this notional principal contract shall not be payments with respect
to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
However, any payment from the Certificates (other than the Class C, Class P,
Class R and Class R-X Certificates) of a Class IO Distribution Amount shall
be
treated for tax purposes as having been received by the Holders of such
Certificates in respect of their interests in REMIC 4 and as having been paid
by
such Holders to the Swap Administrator pursuant to the notional principal
contract. Thus, each Certificate (other than the Class P, Class R and Class
R-X
Certificates) shall be treated as representing not only ownership of Regular
Interests in REMIC 4, but also ownership of an interest in, and obligations
with
respect to, a notional principal contract.
| SECTION 4.06. |
Distributions
on the REMIC Regular Interests.
|
(a) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC 1 to
REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:
With
respect to the Group I Mortgage Loans:
(1) to
the
Holders of REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF
in an
amount equal to (A) the Uncertificated Accrued Interest for each such REMIC
1
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(2) to
the
Holders of REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF,
in
an amount equal to the remainder of the Available Funds for such Distribution
Date after the distributions made pursuant to clause (1) above, allocated as
follows:
(a) first,
to
the Holders of REMIC 1 Regular Interest LT1, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LT1 is reduced to zero; then, to the Holders
of REMIC 1 Regular Interest LT1PF, until the Uncertificated Principal Balance
of
REMIC 1 Regular Interest LT1PF is reduced to zero; provided however, with
respect to the first three Distribution Dates, principal payments on the Initial
Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1 until
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
has
been reduced to zero, and all principal payments on the Subsequent Group I
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1PF until the
Uncertificated Principal Balance thereof has been reduced to zero;
and
(b) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-1 Interest).
With
respect to the Group II Mortgage Loans:
(1) to
the
Holders of REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF
in an
amount equal to (A) the Uncertificated Accrued Interest for each such REMIC
1
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates;
(2) to
the
Holders of REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF,
in
an amount equal to the remainder of the Available Funds for such Distribution
Date after the distributions made pursuant to clause (1) above, allocated as
follows:
(a) first,
to
the Holders of REMIC 1 Regular Interest LT2, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LT2 is reduced to zero; then, to the Holders
of REMIC 1 Regular Interest LT2PF, until the Uncertificated Principal Balance
of
REMIC 1 Regular Interest LT2PF is reduced to zero; provided however, with
respect to the first three Distribution Dates, principal payments on the Initial
Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2
until
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
has
been reduced to zero, and all principal payments on the Subsequent Group II
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2PF until the
Uncertificated Principal Balance thereof has been reduced to zero;
and
(b) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-1 Interest).
On
each
Distribution Date, all amounts representing Prepayment Charges in respect of
the
Group I Mortgage Loans received during the related Prepayment Period will be
distributed by REMIC 1 to the Holders of REMIC 1 Regular Interest LT1PF and
all
amounts representing Prepayment Charges in respect of the Group II Mortgage
Loans received during the related Prepayment Period will be distributed by
REMIC
2 to the Holders of REMIC 1 Regular Interest LT2PF. The payment of the foregoing
amounts to the Holders of REMIC 1 Regular Interest LT1 and REMIC 1 Regular
Interest LT2 shall not reduce the Uncertificated Principal Balance
thereof.
(b) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 2 to REMIC 3 on account of
the
REMIC 2 Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class
R-2 Interest), as the case may be:
|
(i)to
REMIC 2 Regular Interest I-1-A, I-1-B and I-1-C, pro
rata,
in an amount equal to (A) Uncertificated Accrued Interest for such
REMIC 2
Regular Interests for such Distribution Date, plus (B) any amounts
payable
in respect thereof remaining unpaid from previous Distribution Dates;
|
|
(ii)
|
to
the extent of amounts remaining after the distributions made pursuant
to
clause (i) above, to the Holders of REMIC 2 Regular Interest I-1-C,
an
amount of principal equal to the amount of principal distributions
on the
Class C Certificate and Class P Certificate for such Distribution
Date
shall be distributed to such Holders until the Uncertificated Principal
Balance of REMIC 2 Regular Interest I-1-C is reduced to
zero;
|
|
(iii)to
the extent of amounts remaining after the distributions made pursuant
to
clauses (i) and (ii) above, payments of principal shall be allocated
to
REMIC 2 Regular Interest I-1-A and I-1-B, pro rata, until the
Uncertificated Principal Balance of each such REMIC 2 Regular Interest
is
reduced to zero; and
|
|
(iv)
|
to
the Holders of REMIC 2 Regular Interest I-1-C, on each Distribution
Date,
100% of the amount paid in respect of Prepayment
Charges.
|
(c) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed to REMIC 3 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-3 Interest), as the
case
may be:
(i)
to
the Holders of REMIC 3 Regular Interest LTIO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii)
first,
to
Holders of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1, REMIC
3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11,
REMIC 3 Regular Interest LTZZ and REMIC 3 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 3 Regular Interest LTZZ shall be reduced and deferred when
the
REMIC 3 Overcollateralized Amount is less than the REMIC 3 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 3 Regular Interest LTIA1, REMIC 3 Regular
Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest
LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC
3
Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest
LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3
Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest
LTM9, REMIC 3 Regular Interest LTM10 and REMIC 3 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
3
Regular Interest LTZZ shall be increased by such amount;
(iii) to
the
Holders of REMIC 3 Regular Interests, in an amount equal to the remainder of
the
Available Funds for such Distribution Date after the distributions made pursuant
to clause (i) above, allocated as follows:
(a) 98.00%
of
such remainder (other than amounts payable under clause (c) below), to the
Holders of REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTP,
until
the Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced
to zero, provided, however, that REMIC 3 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 3 Regular Interest LTP, until $100 has been distributed pursuant to this
clause;
(b) 2.00%
of
such remainder (other than amounts payable under clause (c) below), first,
to
the Holders of REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1,
REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3
Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest
LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3
Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest
LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3
Regular Interest LTM10 and REMIC 3 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 3
Regular Interests are reduced to zero and second, to the Holders of REMIC 3
Regular Interest LTZZ, 1.00% of such remainder, until the Uncertificated
Principal Balance of such REMIC 3 Regular Interest is reduced to zero;
and
(c) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-3 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 3 Regular Interest LTAA and REMIC 3 Regular Interest LTP,
in that order and (ii) REMIC 3 Regular Interest LTZZ, respectively; provided
that REMIC 3 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 3 Regular
Interest LTP, until $100 has been distributed pursuant to this clause;
and
(iv) 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 3 Regular Interest
LTIO shall be deemed distributed by REMIC 3 to REMIC 4 in respect of the Class
Swap-IO Interest. Such amounts shall be deemed distributed by REMIC 4 to REMIC
5
in respect of REMIC 7 Regular Interest Swap IO. Such amounts shall be deemed
distributed by REMIC 7 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 3 to the Holders of REMIC 3 Regular Interest LTP. The payment of the
foregoing amounts to the Holders of REMIC 3 Regular Interest LTP shall not
reduce the Uncertificated Principal Balance thereof.
| SECTION 4.07. |
Allocation
of Realized Losses.
|
(a) All
Realized Losses on the Mortgage Loans allocated to any Regular Certificate
shall
be allocated by the 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) and (ii) and Section 4.01(f)(i) and (ii);
third,
to the
Class C Certificates (determined for purposes of this section 4.08 as the amount
by which (A) the aggregate Uncertificated Principal Balance of the REMIC 2
Regular Interests immediately preceding such Distribution Date exceed (B) the
aggregate Certificate Principal Balances of the Class A Certificates, 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, until the Certificate Principal Balance thereof has been reduced
to zero; sixth, to the Class M-9 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; seventh, to the Class M-8
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-7 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Class M-5 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; eleventh, to the Class M-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; twelfth,
to the Class M-3 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero;
thirteenth, to the Class M-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and fourteenth, to the Class M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero. All Realized Losses to be allocated to the Certificate Principal
Balances of all Classes on any Distribution Date shall be so allocated after
the
actual distributions to be made on such date as provided above. All references
above to the Certificate Principal Balance of any Class of Certificates shall
be
to the Certificate Principal Balance of such Class immediately prior to the
relevant Distribution Date, before reduction thereof by any Realized Losses,
in
each case to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a 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) All
Realized Losses on the Group I Mortgage Loans shall be allocated by the Trustee
on each Distribution Date first to the REMIC 1 Regular Interest LT1 and then
to
the REMIC 1 Regular Interest LT1PF until the Uncertificated Principal Balance
of
each such REMIC 1 Regular Interest has been reduced to zero; provided however,
with respect to the first three Distribution Dates, all Realized Losses on
the
Initial Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LT1 until the Uncertificated Principal Balance of each such REMIC 1 Regular
Interest has been reduced to zero, and all Realized Losses on the Subsequent
Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1PF
until the Uncertificated Principal Balance thereof has been reduced to zero.
All
Realized Losses on the Group II Mortgage Loans shall be allocated by the Trustee
on each Distribution Date first to the REMIC 1 Regular Interest LT2 and then
to
the REMIC 1 Regular Interest LT2PF until the Uncertificated Principal Balance
of
each such REMIC 1 Regular Interest has been reduced to zero; provided however,
with respect to the first three Distribution Dates, all Realized Losses on
the
Initial Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LT2 until the Uncertificated Principal Balance of each such REMIC 1 Regular
Interest has been reduced to zero, and all Realized Losses on the Subsequent
Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2PF
until the Uncertificated Principal Balance thereof has been reduced to
zero.
(c) With
respect to the REMIC 2 Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated shall be allocated on each Distribution Date, first
to
REMIC 2 Regular Interest I-1-C in an amount equal to the amount of Realized
Losses allocated to the Class C Certificates for such Distribution Date until
the Uncertificated Principal Balance has been reduced to zero, and second,
to
REMIC 2 Regular Interest I-1-A and REMIC 2 Regular Interest I-1-B pro rata
between such REMIC 2 Regular Interests.
(d) All
Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date to the following REMIC 3 Regular Interests in the specified
percentages, as follows: first, to Uncertificated Accrued Interest payable
to
the REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an
aggregate amount equal to the REMIC 3 Interest Loss Allocation Amount, 98%
and
2%, respectively; second, to the Uncertificated Principal Balances of the REMIC
3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an aggregate
amount equal to the REMIC 3 Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC 3 Regular
Interest LTAA, REMIC 3 Regular Interest LTM11 and REMIC 3 Regular Interest
LTZZ,
98%, 1.00% and 1.00%, respectively, until the Uncertificated Principal Balance
of REMIC 3 Regular Interest LTM11 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3
Regular Interest LTM10 and REMIC 3 Regular Interest LTZZ, 98%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM10 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM9 and
REMIC 3 Regular Interest LTZZ, 98%, 1.00%, and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM9 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 3
Regular Interest LTAA, REMIC 3 Regular Interest LTM8 and REMIC 3 Regular
Interest LTZZ, 98%, 1.00%, and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 3 Regular Interest LTM8 has been reduced to zero;
seventh, to the Uncertificated Principal Balances of REMIC 3 Regular Interest
LTAA, REMIC 3 Regular Interest LTM7 and REMIC 3 Regular Interest LTZZ, 98%,
1.00%, and 1%, respectively, until the Uncertificated Principal Balance of
REMIC
3 Regular Interest LTM7 has been reduced to zero; eighth, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest
LTM6 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM6 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 3
Regular Interest LTAA, REMIC 3 Regular Interest LTM5 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM5 has been reduced to zero; tenth, to
the
Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3
Regular Interest LTM4 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM4 has been reduced to zero; eleventh, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest
LTM3 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM3 has been
reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
3
Regular Interest LTAA, REMIC 3 Regular Interest LTM2 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM2 has been reduced to zero and twelfth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA,
REMIC
3 Regular Interest LTM1 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM1 has been reduced to zero.
| 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 follows:
each
Class A and Mezzanine Certificate will be treated as receiving their entire
payment from REMIC 4 (regardless of any Swap Termination Payment or obligation
under the Swap Agreement) and subsequently paying their portion of any Swap
Termination Payment in respect of each such Class’ 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.
| SECTION 4.09. |
Pre-Funding
Accounts.
|
(a) No
later
than the Closing Date, the Trustee shall establish and maintain two segregated
trust accounts that are each Eligible Accounts, which shall be titled “Group I
Pre-Funding Account, ▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered
holders of Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates,
Series 2006-3” (the “Group I Pre-Funding Account”) and “Group II Pre-Funding
Account, ▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered holders of Option
One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” (the
“Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt,
deposit in the applicable Pre-Funding Account and retain therein the Original
Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount, as
applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds
deposited in the Pre-Funding Accounts shall be held in trust by the Trustee
for
the Certificateholders for the uses and purposes set forth herein.
(b) The
Trustee will invest funds deposited in the Pre-Funding Accounts as directed
by
the Servicer in Permitted Investments with a maturity date (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, (ii) no
later than the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if the Trustee or an Affiliate manages
or
advises such investment or (iii) within one Business Day of the Trustee's
receipt thereof. For federal income tax purposes, the Servicer shall be the
owner of the Pre-Funding Accounts and shall report all items of income,
deduction, gain or loss arising therefrom. All income and gain realized from
investment of funds deposited in the Group I Pre-Funding Account and the Group
II Pre-Funding Account shall be transferred to the Depositor or its designee,
as
applicable, at the following times: (i) on the Business Day immediately
preceding each Distribution Date, if a Person other than the Trustee or an
Affiliate of the Trustee manages or advises such investment, or on each
Distribution Date, if the Trustee or an Affiliate of the Trustee manages or
advises such investment, (ii) on the Business Day immediately preceding each
Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate
of
the Trustee manages or advises such investment, or on each Subsequent Transfer
Date, if the Trustee or an Affiliate of the Trustee manages or advises such
investment or (iii) within one Business Day of the Trustee's receipt thereof.
The Servicer shall deposit in the Pre-Funding Accounts the amount of any net
loss incurred in respect of any such Permitted Investment immediately upon
realization of such loss without any right of reimbursement therefor. At no
time
will the Pre-Funding Accounts be assets of any REMIC created hereunder. If
the
Trustee does not receive written direction from the Servicer, then the Trustee
will invest the funds in the ▇▇▇▇▇ Fargo Advantage Prime Money Market
Fund.
(c) Amounts
on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as
follows:
(i) On
any
Subsequent Transfer Date, the Trustee shall withdraw from the Group I
Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an
amount equal to 100% of the Stated Principal Balances of the Subsequent Group
I
Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable,
transferred and assigned to the Trustee for deposit in the Mortgage Pool on
such
Subsequent Transfer Date and pay such amount to or upon the order of the
Depositor upon satisfaction of the conditions set forth in Section 2.08 with
respect to such transfer and assignment;
(ii) If
the
amount on deposit in the Pre-Funding Accounts (exclusive of investment income)
has not been reduced to zero during the Funding Period, on the day immediately
following the termination of the Funding Period, the Trustee shall deposit
into
the Distribution Account any amounts remaining in the Pre-Funding Accounts
(exclusive of investment income) for distribution in accordance with the terms
hereof;
(iii) To
withdraw any amount not required to be deposited in the Pre-Funding Accounts
or
deposited therein in error; and
(iv) To
clear
and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the
Distribution Date immediately following the end of the Funding Period and (B)
the termination of this Agreement, with any amounts remaining on deposit therein
being paid to the Holders of the Certificates then entitled to distributions
in
respect of principal.
Withdrawals
pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of
cash to REMIC 2 on the date of withdrawal.
ARTICLE
V
THE
CERTIFICATES
| 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.
| SECTION 5.02. |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at the Corporate Trust Office
a
Certificate Register in which, subject to such reasonable regulations as it
may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The 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 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 four separate certificates,
each representing such holder's respective Percentage Interest in the Class
R-1
Interest, the Class R-2 Interest, the Class R-3 Interest and the Class R-4
Interest, respectively, in each case that was evidenced by the Class R
Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
the holder thereof may exchange, in the manner described above, such Class
R-X
Certificate for three separate certificates, each representing such holder’s
respective Percentage Interest in the Class R-5 Interest, the Class R-6 Interest
and the Class R-7 Interest, respectively, in each case that was evidenced by
the
Class R-X Certificate being exchanged.
(b) Except
as
provided in paragraph (c) below, the Book-Entry Certificates shall at all times
remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the 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 may be necessary or desirable to register a Book-Entry Certificate
to
the Depository. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement shall
control.
(c) If
(i)(x)
the Depository or the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to discharge properly its
responsibilities as Depository and (y) the Trustee or the Depositor is unable
to
locate a qualified successor or (ii) after the occurrence of a Servicer Event
of
Termination, the Certificate Owners of the Book-Entry Certificates representing
Percentage Interests of such Classes aggregating not less than 51% advise the
Trustee and Depository through the Financial Intermediaries and the Depository
Participants in writing that the continuation of a book-entry system through
the
Depository to the exclusion of definitive, fully registered certificates (the
“Definitive Certificates”) to Certificate Owners is no longer in the best
interests of the Certificate Owners. Upon surrender to the Certificate Registrar
of the Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall, at the
Depositor's expense, in the case of (ii) above, or the Servicer's expense,
in
the case of (i) above, execute on behalf of the Trust and authenticate the
Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
any Paying Agent and the Depositor shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(d) No
transfer, sale, pledge or other disposition of any Class M-10, Class M-11,
Class
C, Class P or Residual Certificate (the “Private Certificates”) shall be made
unless such disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended (the “1933 Act”), and any applicable state
securities laws or is made in accordance with the 1933 Act and laws. In the
event of any such transfer (other than in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Class R-X Certificates, the first transfer
by
an Affiliate of the Depositor, (ii) the transfer of any such Class C, Class
P or
Residual Certificate to the issuer under the Indenture or the indenture trustee
under the Indenture or (iii) a transfer of any such Class C, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor), the Trustee
and the Certificate Registrar shall each require receipt of: (I)(i) if such
transfer is purportedly being made in reliance upon Rule 144A (as evidenced
by
the investment letter delivered to the Trustee, in substantially the form
attached hereto as Exhibit J) under the 1933 Act and (ii) in all other cases,
an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration (which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee, the Servicer, in its capacity as such, or the Trust
Fund), together with copies of the written certification(s) of the
Certificateholder desiring to effect the transfer and/or such
Certificateholder’s prospective transferee upon which such Opinion of Counsel is
based, if any; or (II) the Trustee shall require the transferor to execute
a
transferor certificate (in substantially the form attached hereto as Exhibit
L)
and the transferee to execute an investment letter (in substantially the form
attached hereto as Exhibit J) acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee or the Depositor. The Holder of a Class C
Certificate, Class P Certificate or Residual Certificate desiring to effect
such
transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
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) No
transfer of a Residual, Class C or Class P Certificate or any interest therein
shall be made to any Plan, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person acquiring such Certificates with “Plan Assets” of
a Plan within the meaning of the Department of Labor regulation promulgated
at
29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the
form of Exhibit K or M, unless the Trustee is provided with an Opinion of
Counsel for the benefit of the Trust Fund, the Depositor, the Trustee and the
Servicer and on which they may rely, which shall be to the effect that the
purchase and holding of such Certificates is permissible under applicable law,
shall not constitute or result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code and shall not subject the Depositor, the
Servicer, the Trustee or the Trust Fund to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Servicer, the NIMS Insurer, the
Trustee or the Trust Fund. Any transferee of such Book-Entry Certificate which
does not provide such an Opinion of Counsel shall be deemed to represent that
it
is not a Plan or acquiring such Certificates with Plan Assets. Neither an
Opinion of Counsel nor any certification shall be required in connection with
(i) the initial transfer of any such Certificate by the Depositor to an
affiliate of the Depositor or, in the case of the Class R-X Certificates, the
first transfer by an Affiliate of the Depositor, (ii) the transfer of any Class
C, Class P or Residual Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any Class C, Class
P or Residual Certificate from the issuer under the Indenture or the indenture
trustee under the Indenture to the Depositor or an Affiliate of the Depositor
(in which case, the Depositor or any Affiliate thereof shall have deemed to
have
represented that it is not purchasing with Plan Assets) and the Trustee shall
be
entitled to conclusively rely upon a representation (which, upon the request
of
the Trustee, shall be a written representation) from the Depositor of the status
of such transferee as an affiliate of the Depositor.
No
Plan
or person using assets of a Plan shall acquire any Certificate or interest
therein prior to the expiration of the Funding Period.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of a Class A Certificate or a Mezzanine Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding
of
the Offered Certificate, or interest therein, that either (i) it is not a Plan
or (ii) (A) it is an accredited investor within the meaning of Prohibited
Transaction Exemption 2002-41, as amended from time to time (the “Exemption”)
and (B) the acquisition and holding of such Certificate and the separate right
to receive payments from the Supplemental Interest Trust are eligible for the
exemptive relief available under (I) Prohibited Transaction Class Exemption
(“PTCE”) 95-60 (for transactions by insurance company general accounts) or (II)
except in the case of a Class M-10 Certificate or a Class M-11 Certificate,
PTCE
84-14 (for transactions by independent “qualified professional asset managers”),
91-38 (for transactions by bank collective investment funds), 90-1 (for
transactions by insurance company pooled separate accounts) or 96-23 (for
transactions effected by “in-house asset managers”).
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 “plan assets” of a Plan to effect such
acquisition (including any insurance company using funds in its general or
separate accounts that may constitute “plan assets”), (ii) except in the case of
a Class M-10 Certificate or a Class M-11 Certificate, 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 “BBB-”(or its equivalent) by S&P or ▇▇▇▇▇’▇, 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 “insurance company
general account,” 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
paragraphs shall indemnify and hold harmless the Depositor, the 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) 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) No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro
rata
undivided interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the 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:
(A) an
affidavit in the form of Exhibit K hereto from the proposed transferee to the
effect that such transferee is a Permitted Transferee and that it is not
acquiring its Ownership Interest in the Residual Certificate that is the subject
of the proposed transfer as a nominee, trustee or agent for any Person who
is
not a Permitted Transferee; and
(B) a
covenant of the proposed transferee to the effect that the proposed transferee
agrees to be bound by and to abide by the transfer restrictions applicable
to
the Residual Certificates.
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely
null and void and shall vest no rights in the purported transferee. If any
purported transferee shall, in violation of the provisions of this Section,
become a Holder of a Residual Certificate, then the prior Holder of such
Residual Certificate that is a Permitted Transferee shall, upon discovery that
the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The 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) 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) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trustee upon receipt of reasonable compensation will provide to the Internal
Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6)
of
the Code, information needed to compute the tax imposed under Section 860E(e)(5)
of the Code on transfers of residual interests to disqualified
organizations.
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) No
transfer of any Class C Certificate shall be made unless the transferee of
such
Class C Certificate provides to the Trustee the appropriate tax certification
form (i.e., IRS Form W-9 or IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as
applicable (or any successor form thereto)), as a condition to such transfer
and
agrees to update such forms (i) upon expiration of any such form, (ii) as
required under then applicable U.S. Treasury regulations and (iii) promptly
upon
learning that any IRS Form W-9 or IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI,
as
applicable (or any successor form thereto), has become obsolete or incorrect.
Upon receipt of any such tax certification form from a transferee of any Class
C
Certificate, the Trustee shall provide a copy of such tax certification form
to
the Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
shall provide a copy of any such tax certification form to the Swap
Provider.
(g) No
service charge shall be made for any registration of transfer or exchange of
Certificates of any Class, but the Certificate Registrar may require payment
of
a sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
All
Certificates surrendered for registration of transfer or exchange shall be
canceled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
| SECTION 5.03. |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Trustee,
the
Depositor, the 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.
| SECTION 5.04. |
Persons
Deemed Owners.
|
The
Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate
Registrar, any Paying Agent and any agent of the 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 Servicer, the Trust, the Trustee nor any agent
of
any of them shall be affected by notice to the contrary.
| SECTION 5.05. |
Appointment
of Paying Agent.
|
(a) The
Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01 and shall report the amounts
of
such distributions to the Trustee. The duties of the Paying Agent may include
the obligation (i) to withdraw funds from the Collection Account pursuant to
Section 3.11(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) 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.
ARTICLE
VI
THE
SERVICER AND THE DEPOSITOR
| SECTION 6.01. |
Liability
of the Servicer and the Depositor.
|
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by Servicer herein. The
Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the
Depositor.
| SECTION 6.02. |
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
Any
entity into which the Servicer or Depositor may be merged or consolidated,
or
any entity resulting from any merger, conversion or consolidation to which
the
Servicer or the Depositor shall be a party, or any corporation succeeding to
the
business of the Servicer or the Depositor, shall be the successor of the
Servicer or the Depositor, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided,
however,
that
the successor Servicer shall satisfy all the requirements of Section 7.02 with
respect to the qualifications of a successor Servicer.
| SECTION 6.03. |
Limitation
on Liability of the Servicer and
Others.
|
Neither
the Servicer or the Depositor nor any of the directors or officers or employees
or agents of the Servicer or the Depositor shall be under any liability to
the
Trust or the Certificateholders for any action taken or for refraining from
the
taking of any action by the Servicer or the Depositor in good faith pursuant
to
this Agreement, or for errors in judgment; provided,
however,
that
this provision shall not protect the Servicer, the Depositor or any such Person
against any liability which would otherwise be imposed by reason of its willful
misfeasance, bad faith or gross negligence in the performance of duties of
the
Servicer or the Depositor, as the case may be, or by reason of its reckless
disregard of its obligations and duties of the Servicer or the Depositor, as
the
case may be, hereunder; provided,
further,
that
this provision shall not be construed to entitle the Servicer to indemnity
in
the event that amounts advanced by the Servicer to retire any senior lien exceed
Liquidation Proceeds (in excess of related liquidation expenses) realized with
respect to the related Mortgage Loan. The preceding sentence shall not limit
the
obligations of the Servicer pursuant to Section 8.05. The Servicer and any
director or officer or employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie
properly
executed and submitted by any Person respecting any matters arising hereunder.
The Servicer and the Depositor, and any director or officer or employee or
agent
of the Servicer or the Depositor, shall be indemnified by the Trust and held
harmless against any loss, liability or expense incurred in connection with
any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense related to any specific Mortgage Loan or Mortgage
Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or gross negligence
in
the performance of duties hereunder or by reason of its reckless disregard
of
obligations and duties hereunder. The Servicer or the Depositor may undertake
any such action which it may deem necessary or desirable in respect of this
Agreement, and the rights and duties of the parties hereto and the interests
of
the Certificateholders hereunder. In such event, unless the Depositor or the
Servicer acts without the consent of Holders of Certificates entitled to at
least 51% of the Voting Rights, the reasonable legal expenses and costs of
such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust and the Servicer shall be entitled to be reimbursed
therefor from the Collection Account as and to the extent provided in Section
3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account. The
Servicer's right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the Servicer pursuant to Section
6.04
or 7.01 with respect to any losses, expenses, costs or liabilities arising
prior
to such resignation or termination (or arising from events that occurred prior
to such resignation or termination). This paragraph shall apply to the Servicer
solely in its capacity as Servicer hereunder and in no other capacities. Without
limiting the foregoing, the Servicer shall undertake to defend any claims
against the Trust Fund, the Trustee and/or itself initiated by a Borrower or
otherwise related to the servicing of any Mortgage Loan.
The
Servicer (except the Trustee if it is required to succeed the 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 Servicer to perform its duties and service the
Mortgage Loans in compliance with the terms of this Agreement. The Servicer
shall immediately notify the Trustee, the Depositor, the NIMS Insurer and each
Certificateholder if a claim is made that may result in such claims, losses,
penalties, fines, forfeitures, legal fees or related costs, judgments, or any
other costs, fees and expenses, and the Servicer shall assume (with the consent
of the Trustee) the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against the Servicer, the
Trustee, the Depositor, the 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.
| SECTION 6.04. |
Servicer
Not to Resign.
|
Subject
to the provisions of Section 7.01 and Section 6.02, the Servicer shall not
resign from the obligations and duties hereby imposed on it except (i) upon
determination that the performance of its obligations or duties hereunder are
no
longer permissible under applicable law or are in material conflict by reason
of
applicable law with any other activities carried on by it or its subsidiaries
or
Affiliates, the other activities of the Servicer so causing such a conflict
being of a type and nature carried on by the Servicer or its subsidiaries or
Affiliates at the date of this Agreement or (ii) upon satisfaction of the
following conditions: (a) the Servicer has proposed a successor servicer to
the
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 the Trustee and the NIMS Insurer prior
to the appointment of the successor servicer stating that the proposed
appointment of such successor servicer as Servicer hereunder will not result
in
the reduction or withdrawal of the then current rating of the Certificates;
provided,
however,
that no
such resignation by the Servicer shall become effective until such successor
servicer or, in the case of (i) above, the Trustee shall have assumed the
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
Servicer of responsibility for any of the obligations specified in Sections
7.01
and 7.02 as obligations that survive the resignation or termination of the
Servicer. Any such determination permitting the resignation of the Servicer
pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to
such
effect delivered to the Trustee and the NIMS Insurer. Any such determination
permitting the resignation of the Servicer shall be evidenced by an Opinion
of
Counsel to such effect delivered to the Trustee and the NIMS
Insurer.
| SECTION 6.05. |
Delegation
of Duties.
|
In
the
ordinary course of business, the Servicer at any time may delegate any of its
duties hereunder to any Person, including any of its Affiliates, who agrees
to
conduct such duties in accordance with standards comparable to those set forth
in Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04. Except as provided
in Section 3.02, no such delegation is permitted that results in the delegee
subservicing any Mortgage Loans. The Servicer shall provide the 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 Servicer's Affiliates or their
respective successors and assigns.
| SECTION 6.06. |
[Reserved].
|
| SECTION 6.07. |
Inspection.
|
The
Servicer, in its capacity as Originator and Servicer, shall afford the Trustee
and the NIMS Insurer, upon reasonable advance notice, during normal business
hours, access to all records maintained by the Servicer in respect of its rights
and obligations hereunder and access to officers of the Servicer responsible
for
such obligations. Upon request, the Servicer shall furnish to the Trustee 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.
ARTICLE
VII
DEFAULT
| SECTION 7.01. |
Servicer
Events of Termination.
|
(a) If
any
one of the following events (“Servicer Events of Termination”) shall occur and
be continuing:
(i) (A)
The
failure by the Servicer to make any Advance; or (B) any other failure by the
Servicer to deposit in the Collection Account or Distribution Account any
deposit required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice of such failure shall have been given to the Servicer 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) The
failure by the Servicer to make any required Servicing Advance which failure
continues unremedied for a period of 30 days, or the failure by the Servicer
duly to observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement, which
failure continues unremedied for a period of 30 days, after the date (A) on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trustee or to the Trustee by the NIMS
Insurer or any Holders of a Regular Certificate evidencing at least 25% of
the
Voting Rights or (B) of actual knowledge of such failure by a Servicing Officer
of the Servicer; or
(iii) The
entry
against the Servicer of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any insolvency, conservatorship,
receivership, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 days; or
(iv) The
Servicer shall voluntarily go into liquidation, consent to the appointment
of a
conservator or receiver or liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or of or relating to all or
substantially all of its property; or a decree or order of a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Servicer and such decree or order shall have remained
in force undischarged, unbonded or unstayed for a period of 60 days; or the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors
or
voluntarily suspend payment of its obligations; or
(v) A
Delinquency Servicer Termination Trigger has occurred and is
continuing;
then,
and
in each and every such case, so long as a Servicer Event of Termination shall
not have been remedied within the applicable grace period, (x) with respect
solely to clause (i)(A) above, if such Advance is not made by 12:00 P.M., New
York time, on the Business Day immediately following the Servicer Remittance
Date (provided the Trustee shall give the Servicer notice of such failure to
advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trustee
shall, at the direction of the NIMS Insurer, terminate all of the rights and
obligations of the Servicer under this Agreement and the Trustee, or a successor
servicer appointed in accordance with Section 7.02, shall immediately make
such
Advance and assume, pursuant to Section 7.02, the duties of a successor
Servicer, (y) in the case of (i)(B), (ii), (iii) and (iv) above, the Trustee
shall, at the written direction of the 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 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 Servicer and to the Trustee,
terminate all of the rights and obligations of the Servicer as servicer under
this Agreement. Any such notice to the Servicer shall also be given to each
Rating Agency, the Depositor and the Originator. On or after the receipt by
the
Servicer (and by the Trustee if such notice is given by the Holders) of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section;
and, without limitation, and the Trustee is hereby authorized and empowered
to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of
such
notice of termination, whether to complete the transfer and endorsement of
each
Mortgage Loan and related documents or otherwise. The Servicer agrees to
cooperate with the Trustee (or the applicable successor Servicer) in effecting
the termination of the responsibilities and rights of the Servicer hereunder,
including, without limitation, the delivery to the Trustee of all documents
and
records requested by it to enable it to assume the 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 Servicer) for the administration by it of all cash amounts
that shall at the time be held by the Servicer and to be deposited by it in
the
Collection Account, the Distribution Account, any REO Account or any Servicing
Account or that have been deposited by the Servicer in such accounts or
thereafter received by the Servicer with respect to the Mortgage Loans or any
REO Property received by the Servicer. All reasonable costs and expenses
(including attorneys' fees) incurred in connection with transferring the
Mortgage Files to the successor Servicer and amending this Agreement to reflect
such succession as Servicer pursuant to this Section shall be paid by the
predecessor Servicer (or if the predecessor Servicer is the Trustee, the initial
Servicer) upon presentation of reasonable documentation of such costs and
expenses and to the extent not paid by the Servicer, by the Trust.
(b) In
connection with any failure by the Servicer to make any remittance required
to
be made by the Servicer to the Distribution Account pursuant to this Section
7.01 on the day and by the time such remittance is required to be made under
the
terms of this Section 7.01 (without giving effect to any grace or cure period),
the Servicer shall pay to the 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.
| SECTION 7.02. |
Trustee
to Act; Appointment of Successor.
|
(a) From
the
time the Servicer (and the Trustee, if notice is sent by the Holders) receives
a
notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or such
other successor Servicer as is approved in accordance with this Agreement)
shall
be the successor in all respects to the Servicer in its capacity as servicer
under this Agreement and the transactions set forth or provided for herein
and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof arising on
and
after its succession. Notwithstanding the foregoing, the parties hereto agree
that the Trustee, in its capacity as successor Servicer, immediately will assume
all of the obligations of the Servicer to make advances. Notwithstanding the
foregoing, the Trustee, in its capacity as successor Servicer, shall not be
responsible for the lack of information and/or documents that it cannot obtain
through reasonable efforts. It is understood and acknowledged by the parties
hereto that there will be a period of transition (not to exceed 90 days) before
the transition of servicing obligations is fully effective. As compensation
therefor, the Trustee (or such other successor Servicer) shall be entitled
to
such compensation as the Servicer would have been entitled to hereunder if
no
such notice of termination had been given. Notwithstanding the above, (i) if
the
Trustee is unwilling to act as successor Servicer or (ii) if the Trustee is
legally unable so to act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having
a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided,
that
the appointment of any such successor Servicer shall be approved by the 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 Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the successor shall be entitled to receive
compensation out of payments on Mortgage Loans in an amount equal to the
compensation which the Servicer would otherwise have received pursuant to
Section 3.18 (or such other compensation as the Trustee and such successor
shall
agree, not to exceed the Servicing Fee). The appointment of a successor Servicer
shall not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer to pay any deductible
under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee
or the NIMS Insurer pursuant to Section 6.03), nor shall any successor Servicer
be liable for any acts or omissions of the predecessor Servicer or for any
breach by such Servicer of any of its representations or warranties contained
herein or in any related document or agreement. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. All Servicing Transfer Costs shall be paid
by
the predecessor Servicer upon presentation of reasonable documentation of such
costs, and if such predecessor Servicer defaults in its obligation to pay such
costs, such costs shall be paid by the successor Servicer or the Trustee (in
which case the successor Servicer or the Trustee, as applicable, shall be
entitled to reimbursement therefor from the assets of the Trust).
(b) Any
successor to the Servicer, including the Trustee, shall during the term of
its
service as servicer continue to service and administer the Mortgage Loans for
the benefit of Certificateholders, and maintain in force a policy or policies
of
insurance covering errors and omissions in the performance of its obligations
as
Servicer hereunder and a Fidelity Bond in respect of its officers, employees
and
agents to the same extent as the Servicer is so required pursuant to Section
3.14.
| 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
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 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.
| SECTION 7.04. |
Notification
to Certificateholders.
|
(a) Upon
any
termination or appointment of a successor to the Servicer pursuant to this
Article VII or Section 6.04, the Trustee shall give prompt written notice
thereof to the Certificateholders at their respective addresses appearing in
the
Certificate Register, the NIMS Insurer and each Rating Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination 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 Servicer Event of Termination shall have been waived
or
cured.
| SECTION 7.05. |
Survivability
of Servicer Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder,
any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.
ARTICLE
VIII
THE
TRUSTEE
| SECTION 8.01. |
Duties
of Trustee.
|
The
Trustee, prior to the occurrence of a Servicer Event of Termination and after
the curing of all Servicer Events of Termination which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set
forth in this Agreement. If a Servicer Event of Termination has occurred (which
has not been cured) of which a Responsible Officer has knowledge, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement,
and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.
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) prior
to
the occurrence of a Servicer Event of Termination, and after the curing of
all
such Servicer Events of Termination which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except for the performance
of
such duties and obligations as are specifically set forth in this Agreement,
no
implied covenants or obligations shall be read into this Agreement against
the
Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the correctness
of
the opinions expressed therein, upon any certificates or opinions furnished
to
the Trustee and conforming to the requirements of this Agreement;
(ii) 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) 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 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) the
Trustee shall not be charged with knowledge of any failure by the Servicer
to
comply with the obligations of the Servicer referred to in clauses (i) and
(ii)
of Section 7.01(a) unless a Responsible Officer of the Trustee at the Corporate
Trust Office obtains actual knowledge of such failure or the Trustee receives
written notice of such failure from the Servicer, the 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 Servicer under this Agreement, except during such time, if any, as the
Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Servicer in accordance with the terms of this
Agreement.
| SECTION 8.02. |
Certain
Matters Affecting the Trustee.
|
Except
as
otherwise provided in Section 8.01:
(a) (i)
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) 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) 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;
(iv) 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) prior
to
the occurrence of a Servicer Event of Termination and after the curing of all
Servicer Events of Termination which may have occurred, the Trustee shall not
be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by the NIMS Insurer or the Majority
Certificateholder; provided,
however,
that if
the payment within a reasonable time to the Trustee of the costs, expenses
or
liabilities likely to be incurred by it in the making of such investigation
is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such cost, expense or liability as a condition
to
such proceeding. The reasonable expense of every such examination shall be
paid
by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) or,
if
paid by the Trustee, shall be reimbursed by the Servicer or the NIMS Insurer
(if
requested by the NIMS Insurer) upon demand and, if not reimbursed by the
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 Servicer to observe any applicable law prohibiting disclosure
of information regarding the Mortgagors;
(vi) the
Trustee shall not be accountable, shall have no liability and makes no
representation as to any acts or omissions hereunder of the Servicer until
such
time as the Trustee may be required to act as Servicer pursuant to Section
7.02
and thereupon only for the acts or omissions of the Trustee as successor
Servicer;
(vii) 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) 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) The
Depositor hereby directs the Trustee to execute, deliver and perform its
obligations under the Interest Rate Swap Agreement (in its capacity as
Supplemental Interest Trust Trustee) and to appoint to the Swap Administrator,
pursuant to the Swap Administration Agreement, any rights to receive payments
from the Swap Provider and the Depositor further directs the Trustee to execute,
deliver and perform its obligation under the Swap Administration Agreement.
The
Seller, the Depositor, the Servicer 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 Trustee shall
apply
to the Supplemental Interest Trust Trustee’s execution of the Interest Rate Swap
Agreement and the Swap Administration Agreement, and the performance of its
duties and satisfaction of its obligations thereunder.
(c) The
Depositor shall deliver to the Trustee the PMI Policy on behalf of the Trust
Fund.
| 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 Servicer, or for the use or application of any funds paid
to
the Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from
the Collection Account by the Servicer. The Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement, including, without limitation: the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard
insurance thereon (other than if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Originator, the Seller or the
Servicer with any warranty or representation made under this Agreement or in
any
related document or the accuracy of any such warranty or representation prior
to
the Trustee's receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of monies by or at the direction
of the Servicer or any loss resulting therefrom, it being understood that the
Trustee shall remain responsible for any Trust property that it may hold in
its
individual capacity; the acts or omissions of any of the Servicer (other than
if
the Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
any Sub-Servicer or any Mortgagor; any action of the Servicer (other than if
the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
or
any Sub-Servicer taken in the name of the Trustee; the failure of the Servicer
or any Sub-Servicer to act or perform any duties required of it as agent of
the
Trustee hereunder; or any action by the Trustee taken at the instruction of
the
Servicer (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02); provided,
however,
that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties under this Agreement, including, without limitation, the 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 Servicer).
| 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 Servicer,
the Depositor or their Affiliates.
| SECTION 8.05. |
Trustee
Fee and Expenses.
|
(a) 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 Servicer's obligations and
duties under this Agreement and the Mortgage Loans (for which the Servicer
shall
indemnify pursuant to Section 8.05(b)). Notwithstanding anything herein to
the
contrary, the Trustee shall be reimbursed from the Trust Fund for all Servicing
Transfer Costs not paid by the Servicer pursuant to Section 7.02(a) and any
expenses related to “high cost home loans” without regard to any annual
limitations. This section shall survive termination of this Agreement or the
resignation or removal of any Trustee hereunder.
(b) The
Servicer agrees to indemnify the Trustee from, and hold it harmless against,
any
loss, liability or expense resulting from a breach of the 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 Servicer to the Trustee shall be from the
Servicer's own funds, without reimbursement from the Trust Fund therefor.
(c) 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) 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.
| 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 “A-” and a short-term debt rating of at least “A-1” 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.
| 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
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
Servicer or the NIMS Insurer may remove the Trustee. If the Depositor, the
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 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.
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.
| 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 Servicer and
to
its predecessor Trustee an instrument accepting such appointment hereunder,
and
thereupon the resignation or removal of the predecessor Trustee shall become
effective, and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties and obligations.
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.
| 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.
| 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 Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer and the NIMS Insurer. If the 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 Servicer Event of
Termination shall have occurred and be continuing, the Trustee alone shall
have
the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06, and no notice to Certificateholders of the appointment of any
co-trustee or separate trustee shall be required under Section 8.08. The
Servicer shall be responsible for the fees of any co-trustee or separate trustee
appointed hereunder.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) all
rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee
and
such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;
(ii) no
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) the
Servicer and the Trustee, acting jointly and with the consent of the NIMS
Insurer, may at any time accept the resignation of or remove any separate
trustee or co-trustee except that following the occurrence of a Servicer Event
of Termination, the Trustee acting alone may accept the resignation or remove
any separate trustee or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Depositor, the Servicer and the 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 separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.
| SECTION 8.11. |
Limitation
of Liability.
|
The
Certificates are executed by the 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.
| SECTION 8.12. |
Trustee
May Enforce Claims Without Possession of
Certificates.
|
(a) 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) The
Trustee shall afford the Seller, the Originator, the Depositor, the 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 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 Servicer, the Depositor and such Certificate Owner
and shall make available to the Seller, the Originator, the 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
Servicer and the Certificate Owners shall not have any responsibility or
liability for any action or failure to act by the Trustee and are not obligated
to supervise the performance of the Trustee under this Agreement or
otherwise.
| SECTION 8.13. |
Suits
for Enforcement.
|
In
case a
Servicer Event of Termination or other default by the Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, shall, at the direction
of
the Majority Certificateholders 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,
shall deem most effectual to protect and enforce any of the rights of the
Trustee, the NIMS Insurer and the Certificateholders.
| SECTION 8.14. |
Waiver
of Bond Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee post a bond or other surety with any court, agency
or
body whatsoever.
| SECTION 8.15. |
Waiver
of Inventory, Accounting and Appraisal
Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE
IX
REMIC
ADMINISTRATION
| SECTION 9.01. |
REMIC
Administration.
|
(a) REMIC
elections as set forth in the Preliminary Statement shall be made by the 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) The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 860G(a)(9) of the Code.
(c) The
Servicer shall pay any and all tax related expenses (not including taxes) of
each REMIC, including but not limited to any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect
to
each REMIC that involve the Internal Revenue Service or state tax authorities,
but only to the extent that (i) such expenses are ordinary or routine expenses,
including expenses of a routine audit but not expenses of litigation (except
as
described in (ii)); or (ii) such expenses or liabilities (including taxes and
penalties) are attributable to the gross negligence or willful misconduct of
the
Servicer in fulfilling its duties hereunder. The Servicer shall be entitled
to
reimbursement of expenses to the extent provided in clause (i) above from the
Collection Account.
(d) 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) The
Holder of the Residual Certificate at any time holding the largest Percentage
Interest thereof shall be the “tax matters person” as defined in the REMIC
Provisions (the “Tax Matters Person”) with respect to the related REMIC and
shall act as Tax Matters Person for each REMIC. The Trustee, as agent for the
Tax Matters Person, shall perform on behalf of each REMIC all reporting and
other tax compliance duties that are the responsibility of such REMIC under
the
Code, the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties,
if required by the Code, the REMIC Provisions, or other such guidance, the
Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury
or other governmental authority such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to
any
disqualified person or organization and (ii) to the Certificateholders such
information or reports as are required by the Code or REMIC Provisions. The
Trustee, as agent for the Tax Matters Person, shall represent each REMIC in
any
administrative or judicial proceedings relating to an examination or audit
by
any governmental taxing authority, request an administrative adjustment as
to
any taxable year of any REMIC, enter into settlement agreements with any
government taxing agency, extend any statute of limitations relating to any
item
of any REMIC and otherwise act on behalf of any REMIC in relation to any tax
matter involving the Trust.
(f) The
Trustee, the Servicer and the Holders of Certificates shall take any action
or
cause the REMIC to take any action necessary to create or maintain the status
of
each REMIC as a REMIC under the REMIC Provisions and shall assist each other
as
necessary to create or maintain such status. Neither the Trustee, the Servicer
nor the Holder of any Residual Certificate shall take any action, cause any
REMIC created hereunder to take any action or fail to take (or fail to cause
to
be taken) any action that, under the REMIC Provisions, if taken or not taken,
as
the case may be, could (i) endanger the status of such REMIC as a REMIC or
(ii)
result in the imposition of a tax upon such REMIC (including but not limited
to
the tax on prohibited transactions as defined in Code Section 860F(a)(2) and
the
tax on prohibited contributions set forth on Section 860G(d) of the Code)
(either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS
Insurer and the Servicer have received an Opinion of Counsel (at the expense
of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such a
tax.
In addition, prior to taking any action with respect to any REMIC created
hereunder or the assets therein, or causing such REMIC to take any action,
which
is not expressly permitted under the terms of this Agreement, any Holder of
a
Residual Certificate will consult with the Trustee, the NIMS Insurer and the
Servicer, or their respective designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
REMIC, and no such Person shall take any such action or cause any REMIC to
take
any such action as to which the Trustee, the NIMS Insurer or the Servicer has
advised it in writing that an Adverse REMIC Event could occur.
(g) Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental authorities.
To
the extent that such Trust taxes are not paid by a Residual Certificateholder,
the Trustee shall pay any remaining REMIC taxes out of current or future amounts
otherwise distributable to the Holder of the Residual Certificate in the REMICs
or, if no such amounts are available, out of other amounts held in the
Distribution Account, and shall reduce amounts otherwise payable to Holders
of
regular interests in the related REMIC. Subject to the foregoing, in the event
that a REMIC incurs a state or local tax, including franchise taxes, as a result
of a determination that such REMIC is domiciled in the State of California
or
any other state for state tax purposes by virtue of the location of the Servicer
or any subservicer, the Servicer agrees to pay on behalf of such REMIC when
due,
any and all state and local taxes imposed as a result of such a determination,
in the event that the Holder of the related Residual Certificate fails to pay
such taxes, if any, when imposed.
(h) 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) No
additional contributions of assets shall be made to any REMIC created hereunder,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.
(j) Neither
the Trustee nor the Servicer shall enter into any arrangement by which any
REMIC
created hereunder will receive a fee or other compensation for
services.
(k) On
or
before April 15 of each calendar year beginning in 2007, the Servicer shall
deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers'
Certificate stating the Servicer's compliance with the provisions of this
Section 9.01.
(l) 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.
| SECTION 9.02. |
Prohibited
Transactions and Activities.
|
Neither
the Depositor, the Servicer nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant
to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of any REMIC created hereunder pursuant to Article X
of
this Agreement, (iv) a substitution pursuant to Article II of this Agreement
or
(v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement,
nor
acquire any assets for any REMIC, nor sell or dispose of any investments in
the
Distribution Account for gain, nor accept any contributions to either REMIC
after the Closing Date, unless it and the NIMS Insurer have received an Opinion
of Counsel (at the expense of the party causing such sale, disposition, or
substitution) that such disposition, acquisition, substitution, or acceptance
will not (a) affect adversely the status of any REMIC created hereunder as
a
REMIC or of the interests therein other than the Residual Certificates as the
regular interests therein, (b) affect the distribution of interest or principal
on the Certificates, (c) result in the encumbrance of the assets transferred
or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC
Provisions.
| SECTION 9.03. |
Indemnification
with Respect to Certain Taxes and Loss of REMIC
Status.
|
(a) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the grossly
negligent performance by the Servicer of its duties and obligations set forth
herein, the Servicer shall indemnify the NIMS Insurer, the Trustee and the
Trust
Fund against any and all losses, claims, damages, liabilities or expenses
(“Losses”) resulting from such negligence; provided,
however,
that
the Servicer shall not be liable for any such Losses attributable to the action
or inaction of the Trustee, the Depositor or the Holder of such Residual
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which
the
Servicer has relied. The foregoing shall not be deemed to limit or restrict
the
rights and remedies of the Holder of such Residual Certificate now or hereafter
existing at law or in equity. Notwithstanding the foregoing, however, in no
event shall the Servicer have any liability (1) for any action or omission
that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Servicer of its duties
and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and interest
on the Certificates).
(b) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Trustee of its duties and obligations set forth herein,
the
Trustee shall indemnify the NIMS Insurer and the Trust Fund against any and
all
Losses resulting from such negligence; provided,
however,
that
the Trustee shall not be liable for any such Losses attributable to the action
or inaction of the Servicer, the Depositor or the Holder of such Residual
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which
the
Trustee has relied. The foregoing shall not be deemed to limit or restrict
the
rights and remedies of the Holder of such Residual Certificate now or hereafter
existing at law or in equity. Notwithstanding the foregoing, however, in no
event shall the Trustee have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Trustee of its duties
and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and interest
on the Certificates).
ARTICLE
X
TERMINATION
| SECTION 10.01. |
Termination.
|
(a) The
respective obligations and responsibilities of the Servicer, the Depositor
and
the Trustee created hereby (other than the obligation of the Trustee to make
certain payments to Certificateholders after the final Distribution Date and
the
obligation of the Servicer to send certain notices as hereinafter set forth)
shall terminate upon notice to the Trustee upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust and (iii) the optional
purchase by the Servicer or the 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) February 2037 or (b) the expiration of 21
years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, the late ambassador of the United States to the Court of St. James's,
living on the date hereof.
The
Servicer (or if the Servicer elects not to exercise such option, the NIMS
Insurer) may, at its option (the party exercising such right the “Terminator”),
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 Initial Mortgage Loans on
the
Cut-off Date and the Original Pre-Funded Amounts, by purchasing, on the next
succeeding Distribution Date, all of the outstanding Mortgage Loans and REO
Properties at a price equal to the fair market value of the Mortgage Loans
and
REO Properties (as determined by the Servicer, if it is the Terminator, the
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
“Termination Price”); provided, however, such option may only be exercised if
(i) the Termination Price is sufficient to pay all interest accrued on, as
well
as amounts necessary to retire the principal balance of, each class of notes
secured by the Class C Certificates and the Class P Certificates and issued
pursuant to the Indenture and any amounts owed to the NIMS Insurer at the time
the option is exercised, and (ii) the fair market value of the Mortgage Loans
and REO Properties determined as provided above is at least equal to the Stated
Principal Balance of the Mortgage Loans (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and the appraised value of the REO Properties.
Notwithstanding the foregoing, if the condition set forth in clause (i) above
is
satisfied but the condition set forth in clause (ii) above is not satisfied,
then if the Terminator is the Servicer 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
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) In
connection with any termination pursuant to this Section 10.01(b):
(i) At
least
twenty (20) days prior to the latest date on which notice of such optional
termination is required to be mailed to the Certificateholders pursuant to
Section 10.01(c), the Terminator shall notify in writing (which may be done
in
electronic format) the Swap Provider and the Trustee of the final Distribution
Date on which the Terminator intends to terminate the Trust Fund;
(ii) No
later
than 4:00 pm (New York City time) four (4) Business Days prior to the final
Distribution Date specified in the notices required pursuant to Section
10.01(c), the Swap Provider shall notify in writing (which may be done in
electronic format) both the Terminator and the Trustee of the amount of the
Estimated Swap Termination Payment; and
(iii) Three
(3)
Business Days prior to the final Distribution Date specified in the notices
required pursuant to Section 10.01(c), (x) the Terminator shall, no
later
than 1:00 pm (New
York
City time) on such day, deliver to the Trustee and the Trustee shall deposit
funds in the Distribution Account in an amount equal to the sum of the
Termination Price (which shall be based on the Estimated Swap Termination
Payment), and (y) if the Trustee shall have determined that all of the
requirements for optional termination have been met, including without
limitation the deposit required pursuant to the immediately preceding clause
(x)
as well as the requirements specified in Section 10.01(c), then the Trustee
shall, on the same Business Day, provide written notice (which may be done
in
electronic format) to the Terminator and the Swap Provider confirming (a) its
receipt of the Termination Price (which shall be based on the Estimated Swap
Termination Payment), and (b) that all other requirements of the optional
termination have been met (the “Optional Termination Notice”). Upon the delivery
of the Optional Termination Notice by the Trustee pursuant to the preceding
sentence, (i) the optional termination shall become irrevocable, (ii) the notice
to Certificateholders of such optional termination provided pursuant to Section
10.01(c) shall become unrescindable, (iii) the Swap Provider shall determine
the
Swap Termination Payment in accordance with the Interest Rate Swap Agreement
(which shall not exceed the Estimated Swap Termination Payment), and (iv) the
Swap Provider shall provide to the Trustee written notice of the amount of
the
Swap Termination Payment not later than two (2) Business Days prior to the
final
Distribution Date specified in the notices required pursuant to Section
10.01(c).
In
connection with any optional termination, only an amount equal to the Mortgage
Loan purchase price less any Swap Termination Payment shall be made available
for distribution to the Regular Certificates. Any Estimated Swap Termination
Payment deposited into the Distribution Account by the Terminator shall be
withdrawn by the Trustee from the Distribution Account on the final Distribution
Date and distributed as follows: (i) to the Supplemental Interest Trust for
payment to the Swap Provider in accordance with Section 4.05, an amount equal
to
the Swap Termination Payment calculated pursuant to the Swap Agreement, provided
that in no event shall the amount distributed to the Swap Provider in respect
of
the Swap Termination Payment exceed the Estimated Swap Termination Payment,
and
(ii) to the Terminator, an amount equal to the excess, if any, of the Estimated
Swap Termination Payment over the Swap Termination Payment. The Swap Termination
Payment shall not be part of any REMIC and shall not be paid into any account
which is part of any REMIC.
(c) Notice
of
any termination, specifying the Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Trustee upon
the
Trustee receiving notice of such date from the Servicer or the NIMS Insurer,
by
letter to the Certificateholders, the Swap Provider 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.
(d) 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.
(e) In
the
event that all Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before such final Distribution Date, the
Trustee shall promptly following such date cause all funds in the Distribution
Account not distributed in final distribution to Certificateholders to be
withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate Servicing Account for the benefit of such
Certificateholders, and the Servicer (if the Servicer has exercised its right
to
purchase the Mortgage Loans), the 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.
| SECTION 10.02. |
Additional
Termination Requirements.
|
(a) In
the
event that the 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 “prohibited transactions” of the Trust as defined in Section 860F of
the Code or (ii) cause any REMIC constituting part of the Trust Fund to fail
to
qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within
90
days prior to the final Distribution Date, the 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 “Qualified Liquidation”
under Section 860F of the Code and any regulations thereunder; and
(ii) At
or
after the time of adoption of such a plan of complete liquidation and at or
prior to the final Distribution Date, the Trustee shall sell all of the assets
of the Trust Fund to the Servicer or the NIMS Insurer, as applicable, for cash
pursuant to the terms of the plan of complete liquidation.
(b) By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint the
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.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01. |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the 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 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 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
Servicer and the Trustee from the Rating Agencies that such action will not
result in the reduction or withdrawal of the rating of any outstanding Class
of
Certificates with respect to which it is a Rating Agency) in a manner, other
than as described in (i), or (iii) modify the consents required by the
immediately preceding clauses (i) and (ii) without the consent of the Holders
of
all Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01, Certificates registered in the name of the Depositor or
the
Servicer or any Affiliate thereof shall be entitled to Voting Rights with
respect to matters affecting such Certificates.
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 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
Servicer or the Trustee shall enter into any amendment to Section 4.01(e),
Section 4.05, the second paragraph of Section 10.01(a) as it relates to any
Swap
Termination Payment to the Swap Provider, this paragraph of Section 11.01 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
Servicer (but in no event at the expense of the Trustee), otherwise at the
expense of the Trust, a copy of such amendment and the Opinion of Counsel
referred to in the immediately preceding paragraph to the Servicer, the 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.
| SECTION 11.02. |
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense
of
the Trust, but only upon direction of Certificateholders accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall together constitute but one and the same
instrument.
| SECTION 11.03. |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
Except
as
expressly provided for herein, no Certificateholder shall have any right to
vote
or in any manner otherwise control the operation and management of the Trust,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person
by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this
Section 11.03 each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
| SECTION 11.04. |
Governing
Law; Jurisdiction.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York, without regard to the conflicts of law provisions thereof, and the
obligations, rights and remedies of the parties hereunder shall be determined
in
accordance with such laws. With respect to any claim arising out of this
Agreement, each party irrevocably submits to the exclusive jurisdiction of
the
courts of the State of New York and the United States District Court located
in
the Borough of Manhattan in The City of New York, and each party irrevocably
waives any objection which it may have at any time to the laying of venue of
any
suit, action or proceeding arising out of or relating hereto brought in any
such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made
by
any lawful means.
| SECTION 11.05. |
Notices.
|
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, by facsimile or by express delivery service, to
(a)
in the case of the Originator and/or Servicer, Option One Mortgage Corporation,
3 Ada, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇, 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 Servicer, (b) in the case of
the
Trustee, ▇▇▇▇▇ Fargo Bank, N.A., ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Client Manager—Option One 2006-3, with a copy to ▇▇▇▇▇ Fargo Bank,
N.A., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Option
One Mortgage Loan Trust Series 2006-3, or such other address or telecopy number
as may hereafter be furnished to the Depositor, the NIMS Insurer and the
Servicer in writing by the Trustee, (c) in the case of the Depositor, Option
One
Mortgage Acceptance Corporation, 3 Ada, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇, or such other address or telecopy number as may be furnished
to
the 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 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 Servicer and the Trustee in writing by the NIMS Insurer. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown
in
the Certificate Register. Notice of any Servicer Default shall be given by
telecopy and by certified mail. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have duly been given when
mailed, whether or not the Certificateholder receives such notice. A copy of
any
notice required to be telecopied hereunder shall also be mailed to the
appropriate party in the manner set forth above.
| SECTION 11.06. |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
| SECTION 11.07. |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.08. |
Notice
to the Rating Agencies and the NIMS
Insurer.
|
(a) Each
of
the Trustee and the 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 Servicer, as the case may be, has actual knowledge:
(i) any
material change or amendment to this Agreement;
(ii) the
occurrence of any Servicer Event of Termination that has not been cured or
waived;
(iii) the
resignation or termination of the Servicer or the Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any Account; and
(vi) if
the
Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
event that would result in the inability of the Trustee to make
Advances.
(b) In
addition, the Trustee shall promptly make available to each Rating Agency copies
of each Statement to Certificateholders described in Section 4.03 hereof and
the
Servicer shall promptly furnish to each Rating Agency copies of the
following:
(i) each
annual statement as to compliance described in Section 3.20 hereof;
(ii) each
annual independent public accountants' servicing report described in Section
3.21 hereof; and
(iii) each
notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
that the Servicer has not made an Advance.
Any
such
notice pursuant to this Section 11.08 shall be in writing and shall be deemed
to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to ▇▇▇▇▇'▇ Investors Service,
Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: MBS Monitoring/Option
One
Mortgage Loan Trust 2006-3 and Standard & Poor's Ratings Services, Inc., ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
| SECTION 11.09. |
Further
Assurances.
|
Notwithstanding
any other provision of this Agreement, neither the Regular Certificateholders
nor the Trustee shall have any obligation to consent to any amendment or
modification of this Agreement unless they have been provided reasonable
security or indemnity against their out-of-pocket expenses (including reasonable
attorneys' fees) to be incurred in connection therewith.
| SECTION 11.10. |
Third
Party Rights.
|
The
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.
| 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.
| SECTION 11.12. |
Acts
of Certificateholders.
|
(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by the Certificateholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing, and such action shall become effective when such
instrument or instruments are delivered to the Trustee and the Servicer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “act” of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
if made in the manner provided in this Section 11.11.
(b) The
fact
and date of the execution by any Person of any such instrument or writing may
be
proved by the affidavit of a witness of such execution or by the certificate
of
a notary public or other officer authorized by law to take acknowledgments
of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is by a
signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.
(c) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Certificateholder shall bind every future Holder of such
Certificate and the Holder of every Certificate issued upon the registration
of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee or the Trust in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
| SECTION 11.13. |
No
Petition.
|
The
Depositor, Servicer and the Trustee, by entering into this Agreement and each
Certificateholder, by accepting a Certificate, hereby covenant and agree that
they will not at any time institute against the Trust Fund, or join in any
institution against the Trust Fund of, any bankruptcy proceedings under any
United States federal or state bankruptcy or similar law in connection with
any
obligations with respect to the Certificates or this Agreement.
| SECTION 11.14. |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21,
3.25 and 4.03 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB promulgated by the C
under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
from time to time and subject to clarification and interpretive advice as may
be
issued by the staff of the Commission from time to time. Therefore, each of
the
parties agrees that (a) the obligations of the parties hereunder shall be
interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation
AB,
(c) the parties shall comply with requests made by the Depositor or Trustee
for
delivery of additional or different information as the Depositor or Trustee
may
determine in good faith is necessary to comply with the provisions of Regulation
AB, and (d) no amendment of this Agreement shall be required to effect any
such
changes in the parties’ obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB.
IN
WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
OPTION
ONE MORTGAGE
ACCEPTANCE CORPORATION,
as
Depositor
By:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇▇▇▇▇
Title:
Vice
President
OPTION
ONE MORTGAGE
CORPORATION,
as
Servicer
By:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇▇▇▇▇
Title:
Senior Vice
President
▇▇▇▇▇
FARGO BANK,
N.A.,
as
Trustee
By:
_/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇
Title:
Assistant Vice
President
| STATE OF CALIFORNIA | ) | |
| ) | ss.: | |
|
COUNTY
OF ORANGE
|
) |
On
the
______ day of ________________ before me, a notary public in and for said State,
personally appeared __________________ known to me to be a Vice President of
Option One Mortgage Acceptance Corporation, a Delaware corporation that executed
the within instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
________________________________
Notary
Public
| STATE OF CALIFORNIA | ) | |
| ) | ss.: | |
|
COUNTY
OF ORANGE
|
) |
On
the
______ day of ________________ before me, a notary public in and for said State,
personally appeared __________________ known to me to be a Vice President of
Option One Mortgage Corporation, a California corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
______________________________
Notary
Public
| STATE OF MARYLAND | ) | |
| ) | ss.: | |
|
COUNTY
OF BALTIMORE
|
) |
On
the
______ day of ________________ before me, a notary public in and for said State,
personally appeared __________________, known to me to be a Assistant Vice
President of ▇▇▇▇▇ 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.
______________________________
Notary
Public
EXHIBIT
A-1
FORM
OF
CLASS I-A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$539,019,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$539,019,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AN 3
|
|
Class
|
:
|
I-A-1
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Asset-Backed
Certificates,
Series
2006-3
Class
I-A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class I-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class I-A-1 Certificate (obtained by dividing the Denomination
of this Class I-A-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class I-A-1 Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class I-A-1 Certificate
by
virtue of the acceptance hereof assents and by which such Holder is
bound.
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 I-A-1 Certificate
set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class I-A-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class I-A-1 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-2
FORM
OF
CLASS II-A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$278,254,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$278,254,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AA 1
|
|
Class
|
:
|
II-A-1
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
Class
II-A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-1 Certificate (obtained by dividing the
Denomination of this Class II-A-1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of October 1, 2006 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), and ▇▇▇▇▇ Fargo Bank, N. A., a national banking association, as
Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class II-A-1
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class
II-A-1
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
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 II-A-1 Certificate
set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-1 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class II-A-1 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-3
FORM
OF
CLASS II-A-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$163,427,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$163,427,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AB 9
|
|
Class
|
:
|
II-A-2
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
Class
II-A-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-2 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A Certificate (obtained by dividing the Denomination
of
this Class II-A-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Option One Mortgage Acceptance
Corporation (the “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N. A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class II-A-2 Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class II-A-2 Certificate
by
virtue of the acceptance hereof assents and by which such Holder is
bound.
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 II-A-2 Certificate
set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class II-A-2 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-4
FORM
OF
CLASS II-A-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$121,682,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$121,682,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AC 7
|
|
Class
|
:
|
II-A-3
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
Class
II-A-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-3 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-3 Certificate (obtained by dividing the
Denomination of this Class II-A-3 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of October 1, 2006 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), and ▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as
Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class II-A-3
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class
II-A-3
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
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 II-A-3 Certificate
set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-3 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class II-A-3 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-5
FORM
OF
CLASS II-A-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$60,868,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$60,868,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AP 8
|
|
Class
|
:
|
II-A-4
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
Class
II-A-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first
and
second lien, adjustable and fixed rate mortgage loans (the “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class II-A-4 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-4 Certificate (obtained by dividing the
Denomination of this Class II-A-4 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Option One Mortgage
Acceptance Corporation (the “Depositor”). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of October 1, 2006 (the “Agreement”)
among the Depositor, Option One Mortgage Corporation, as servicer (the
“Servicer”), and ▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as
Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class II-A-4
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class
II-A-4
Certificate by virtue of the acceptance hereof assents and by which such
Holder
is bound.
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 II-A-4 Certificate
set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-4 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class II-A-4 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037
.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-6
FORM
OF
CLASS M-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
76,500,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
76,500,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AD 5
|
|
Class
|
:
|
M-1
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-1 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-7
FORM
OF
CLASS M-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$73,500,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$73,500,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AE 3
|
|
Class
|
:
|
M-2
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-2 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-8
FORM
OF
CLASS M-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$25,500,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$25,500,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AF 0
|
|
Class
|
:
|
M-3
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-3 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-9
FORM
OF
CLASS M-4 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$27,000,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$27,000,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AG 8
|
|
Class
|
:
|
M-4
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-4 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-10
FORM
OF
CLASS M-5 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$24,750,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$24,750,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AH 6
|
|
Class
|
:
|
M-5
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-5 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-11
FORM
OF
CLASS M-6 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$18,000,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$18,000,000.00
|
|
Percentage
Interest
|
:
|
100%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AJ 2
|
|
Class
|
:
|
M-6
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-6 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-12
FORM
OF
CLASS M-7 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$18,750,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$18,750,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AK 9
|
|
Class
|
:
|
M-7
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-7 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-13
FORM
OF
CLASS M-8 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$12,000,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$12,000,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AL 7
|
|
Class
|
:
|
M-8
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-8 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-14
FORM
OF
CLASS M-9 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$17,250,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$17,250,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AM 5
|
|
Class
|
:
|
M-9
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-9 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-15
FORM
OF
CLASS M-10 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
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.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$18,750,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$18,750,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AQ 6
|
|
Class
|
:
|
M-10
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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 Certificateholder’s 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.
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 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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-10 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-16
FORM
OF
CLASS M-11 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 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 “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
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.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$15,000,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$15,000,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
68389B
AR 4
|
|
Class
|
:
|
M-11
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class 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-10 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). 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-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 Certificateholder’s 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.
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 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-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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class M-11 Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
by notice to the contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in whole, from the Trust the Mortgage Loans at a purchase price determined
as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the 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 February
2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-17
FORM
OF
CLASS C CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A AND THE MEZZANINE 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 “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
9,749,900.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
9,749,900.00
|
|
Initial
Notional Amount of this Certificate
|
:
|
$
1,499,999,900.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
C
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class C Certificate is
issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class C Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the 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.
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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class C Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
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 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 February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-18
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$100.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
P
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, 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 “Depositor”). The Trust was created pursuant to a Pooling and
Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
▇▇▇▇▇ Fargo Bank, N.A., a national banking association, as Trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class P Certificate is
issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class P Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the 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.
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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class P Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
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 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 February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-19
FORM
OF
CLASS R CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE 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 “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer 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 “Depositor”). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of October
1,
2006 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
servicer (the “Servicer”) and ▇▇▇▇▇ Fargo Bank, N.A., a national banking
association, as trustee (the “Trustee”). 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 Certificateholder’s 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.
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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class R Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
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 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 February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-20
FORM
OF
CLASS R-X CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A ARESIDUAL
INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE 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 “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
October
1, 2006
|
|
First
Distribution Date
|
:
|
November
27, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R-X
|
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
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 “Mortgage
Loans”)
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer 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 “Depositor”). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of October
1,
2006 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
servicer (the “Servicer”) and ▇▇▇▇▇ Fargo Bank, N.A., a national banking
association, as trustee (the “Trustee”). 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 Certificateholder’s 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.
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.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
|
||||||||||||
|
By:
|
▇▇▇▇▇
FARGO BANK, N.A.
not
in its individual capacity, but
solely
as Trustee
|
|||||||||||
|
By:
|
||||||||||||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||||||
|
By:
|
|||||||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N. A.,
as
Trustee
|
|||||||
[Reverse
of Class R-X Certificate]
OPTION
ONE MORTGAGE LOAN TRUST 2006-3
Asset-Backed
Certificates,
Series
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Option One Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the 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 “Distribution Date”), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on
such
Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office or agency of
the
Trustee specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee with the consent of the 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.
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 holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, the Certificate
Registrar, any Paying Agent and any agent of the 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
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 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 February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the 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:
Dated:_________________
|
Signature
by or on behalf of assignor
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
B
FORM
OF
PMI POLICY
|
Mortgage
Guaranty Insurance Corporation
▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇.
▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
 |
|
___________________________________
Declaration
Page for Use With
Mortgage
Guaranty Master Policy for
Multiple
Loan Transactions
___________________________________
|
Mortgage
Guaranty Insurance Corporation (a stock insurance company hereinafter
called the
“"Company”")
agrees
to pay to the Insured identified below, in consideration of the premium
or
premiums to be paid as specified in this Policy and in reliance on the
Insured’'s
Application for coverage under this Policy any Loss due to the Default
by a
Borrower on a Loan, subject to the terms and conditions in this
Policy.
|
Insured's
Name and Mailing Address:
|
Master
Policy Number:
|
|
▇▇▇▇▇
Fargo Bank, N.A. as Trustee for OOMLT 2006-3
|
22-400-4-3654
|
|
Asset-Backed
Certificates, Series 2006-3
|
|
|
Sixth
and Marquette N9311-161
|
Effective
Date of Policy:
|
|
▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
October
1, 2006
|
|
Security:
Option One Mortgage Loan Trust 2006-3 Asset-backed Certificates,
Series
2006-3
|
|
Includes
Terms and Conditions #71-70276 (2/05)
Includes
Endorsement(s): none
In
Witness Whereof,
the
Company has caused its Corporate Seal to be hereto affixed and these presents
to
be signed by its duly authorized officers in facsimile to become effective
as
its original seal and signatures and binding on the Company.
MORTGAGE
GUARANTY INSURANCE CORPORATION
_____________________________________________________
Authorized
Representative
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇, Vice President
Table
of Contents
Mortgage
Guaranty Master Policy for Multiple Loan Transactions
1 Definitions
| 1.1 | Application |
| 1.2 | Appropriate Proceedings |
| 1.3 |
Borrower
|
| 1.4 |
Borrower's
Own Funds
|
| 1.5 |
Borrower's
Title
|
| 1.6 |
Certificate
|
| 1.7 |
Certificate
Effective Date
|
| 1.8 |
Certificate
Number
|
| 1.9 |
Certificate
Schedule
|
| 1.10 |
Claim
|
| 1.11 |
Claim
Amount
|
| 1.12 |
Collateral
|
| 1.13 |
Conveyance
of Title
|
| 1.14 |
Default
|
| 1.15 |
Eligibility
Criteria
|
| 1.16 |
Environmental
Condition
|
| 1.17 |
Good
and Merchantable Title
|
| 1.18 |
Insured
|
| 1.19 |
Loan
|
| 1.20 |
Loan
File
|
| 1.21 |
Loss
|
| 1.22 |
Original
LTV
|
| 1.23 |
Per
Loan Loss Percentage
|
| 1.24 |
Perfected
Claim
|
| 1.25 |
Person
|
| 1.26 |
Physical
Damage
|
| 1.27 |
Policy
|
| 1.28 |
Possession
of the Property
|
| 1.29 |
Primary
First Layer Policy
|
| 1.30 |
Property
|
| 1.31 |
Residential
|
| 1.32 |
Security
|
| 1.33 |
Servicer
|
| 1.34 |
Settlement
Period
|
| 1.35 |
Value
|
2 Obtaining
Coverage and Payment of Premiums
| 2.1 | Obtaining Coverage |
| 2.2 | Representations of the Insured |
| 2.3 |
Company's
Remedies for
Misrepresentation
|
| 2.4 |
Initial
Premium and Term of
Coverage
|
| 2.5 |
Renewal
of Certificate and Termination for Non-Payment of Renewal
Premium
|
| 2.6 |
Special
Procedures for Receipt and Deposit of Initial and Renewal
Premiums
|
| 2.7 |
Cancellation
by the Insured of a
Certificate
|
| 2.8 |
Cancellation
of Policy
|
| 2.9 |
Cancellation
of Policy and Coverage of Loans Upon Termination of Security
or Removal of
Loans from Security
|
| 2.10 |
Refund
of Premium for Certain
Circumstances
|
| 2.11 |
Post
Underwriting Review and Copies of Loan
Files
|
3 Changes
in Various Loan Terms, Servicing and Insured; Coordination and Duplication
of
Benefits
| 3.1 | Loan Modifications |
| 3.2 | Open End Provisions |
| 3.3 |
Assumptions
|
| 3.4 |
Servicing
|
| 3.5 |
Change
of Insured of this Policy
|
| 3.6 |
Assignment
of Coverage of a Loan under this
Policy
|
| 3.7 |
Coordination
and Duplication of Insurance
Benefits
|
| 3.8 |
Indebtedness
and Liens with Respect to
Collateral
|
4 Exclusions
From Coverage
| 4.1 | Balloon Payment |
| 4.2 |
Effective
Date
|
| 4.3 |
First
Payment Default
|
| 4.4 |
Incomplete
Construction
|
| 4.5 |
Fraud,
Misrepresentation and
Negligence
|
| 4.6 |
Non-Approved
Servicer
|
| 4.7 |
Physical
Damage (Other than Relating to Pre-Existing Environmental
Conditions)
|
| 4.8 |
Pre-Existing
Environmental Conditions
|
| 4.9 |
Down
Payment
|
| 4.10 |
First
Lien Status
|
| 4.11 |
Payment
of the Full Benefit of the Primary First Layer
Policy
|
| 4.12 |
Non-Eligible
Loans
|
| 4.13 |
Breach
of the Insured's Obligations or Failure to Comply with
Terms
|
5 Conditions
Precedent to Payment of Claim
| 5.1 | Notice of Default |
| 5.2 |
Monthly
Reports
|
| 5.3 |
Company's
Option to Accelerate Filing of a
Claim
|
| 5.4 |
Voluntary
Conveyance
|
| 5.5 |
Appropriate
Proceedings
|
| 5.6 |
Mitigation
of Damages
|
| 5.7 |
Advances
|
| 5.8 |
Pre-Existing
Environmental Conditions
|
| 5.9 |
Acquisition
of Borrower's Title Not Required
|
| 5.10 |
Sale
of a Property by the Insured Before End of Settlement
Period
|
| 5.11 |
Foreclosure
Bidding Instructions Given by the
Company
|
| 5.12 |
Effect
of Unexpired Redemption Period on Payment of a
Claim
|
| 5.13 |
Collection
Assistance
|
6 Loss
Payment Procedure
| 6.1 | Filing of Claim |
| 6.2 |
Calculation
of Claim Amount
|
| 6.3 |
Payment
of Loss; Company's Options
|
| 6.4 |
Claim
Settlement Period
|
| 6.5 |
Payment
by the Company After the Settlement
Period
|
| 6.6 |
Discharge
of Obligation
|
7 Additional
Conditions
| 7.1 | Proceedings of Eminent Domain |
| 7.2 | Pursuit of Deficiencies |
| 7.3 |
Subrogation
|
| 7.4 |
Policy
for Exclusive Benefit of the Insured
|
| 7.5 |
Effect
of Borrower Insolvency or Bankruptcy on Principal
Balance
|
| 7.6 |
Arbitration
of Disputes; Suits and Actions Brought by the
Insured
|
| 7.7 |
Release
of Borrower; Defenses of
Borrower
|
| 7.8 |
Amendments;
No Waiver; Rights and Remedies; Use of Term
"Including"
|
| 7.9 |
No
Agency
|
| 7.10 |
Successors
and Assigns
|
| 7.11 |
Applicable
Law and Conformity to Law
|
| 7.12 |
Notice
|
| 7.13 |
Reports
and Examinations
|
| 7.14 |
Electronic
Media
|
|
Form #71-70276 (2/05) |
Terms
and Conditions
1
Definitions
1.1
Application
means
all documents, materials, statements, representations, warranties, data
and
other information, irrespective of the Person or Persons who prepared same,
submitted to the Company by or on behalf of the Insured in connection with
the
Insured's request for insurance under this Policy.
1.2
Appropriate
Proceedings
means
any legal or administrative action by the Insured affecting either a Loan
or
title to a Property, including:
(a)
Preserving
a deficiency recovery by making a bid at the foreclosure sale and pursuing
a
deficiency judgment until the end of the Settlement Period, where appropriate
and permissible and where directed by the Company; or
(b)
Enforcing
the terms of the Loan as allowed by the laws where the Property is located
or
those laws affecting either the Loan or, if applicable, the Collateral;
or
(c)
Acquiring
Borrower's Title or Good and Merchantable Title to the Property, as either
may
be required under this Policy, but excluding such title as may be acquired
by a
voluntary conveyance from the Borrower; or
(d)
Asserting
the Insured's interest in the Property in a Borrower's bankruptcy.
1.3
Borrower
means
any Person legally obligated to repay the debt obligation created by a
Loan,
including any co-signer or guarantor of the Loan.
1.4
Borrower's
Own Funds
means
any funds used by the Borrower for the purpose of making installment payments,
but will not include funds provided directly or indirectly by any Person
(other
than the Borrower) who is or was a party to the Loan or to the related
Property
transaction, unless expressly set forth in the Application.
1.5
Borrower's
Title
means
such title to a Property as was vested in the Borrower at the time of a
conveyance to the Insured arising out of or pursuant to a foreclosure of
the
Loan; provided, however, if the Insured so elects, the redemption period
need
not have expired. Borrower's Title as conveyed to the Insured may be, but
need
not be, the equivalent of Good and Merchantable Title, and the deed evidencing
Borrower's Title need not be recorded unless required by applicable
law.
1.6
Certificate
means
the document issued by the Company pursuant to this Policy extending the
coverage indicated therein to one or more Loans as listed on a Certificate
Schedule. A Certificate may take the form, without limitation, of a facsimile,
electronic computer file, or other agreed-upon data interchange medium.
As used
in this Policy, the term "Certificate” shall mean the Certificate and the
Certificate Schedule attached thereto and listing the Certificate Number
assigned to each Loan to which coverage is extended.
1.7
Certificate
Effective Date
means
12:01 a.m. on the date upon which coverage of a Loan under this Policy
begins,
as specified in the Certificate.
1.8
Certificate
Number
means
the identification number issued by the Company for a Loan to which coverage
is
extended as shown on the Certificate Schedule for such Loan.
1.9
Certificate
Schedule
means a
list of Loans to which coverage has been extended under this Policy, and
which
is attached to the Certificate.
1.10
Claim
means
the timely filed written request, made on a form or in a format provided
or
approved by the Company, to receive the benefits of this Policy.
1.11
Claim
Amount
means
the amount calculated in accordance with Section 6.2 of this
Policy.
1.12
Collateral
means
(a)
the
stock
or membership certificate issued to a tenant-stockholder or resident-member
by a
completed fee simple or leasehold cooperative housing corporation;
and
(b)
the
proprietary lease relating to one (1) unit in the cooperative housing
corporation executed by such tenant-stockholder or resident-member and
any other
rights of such stockholder or member relating to any of the
foregoing.
1.13
Conveyance
of Title
means
the transfer of title to the Property through
(a)
voluntary
conveyance to the Insured of Borrower's Title;
(b)
Appropriate
Proceedings or exercise of rights of redemption; or
(c)
approved
sale of the Property.
1.14
Default
means
the failure by a Borrower
(a)
to
pay
when due any monthly or other regular periodic payment under the terms
of a
Loan; or
(b)
to
pay
all amounts due on acceleration of the Loan by the Insured after breach
by the
Borrower of a due-on-sale provision in the Loan, granting the Insured the
right
to accelerate the Loan upon transfer of title to, or an interest in, the
Property and to institute Appropriate Proceedings.
Violation
by the Borrower of any other term or condition of the Loan which is a basis
for
Appropriate Proceedings shall not be considered to be a Default.
A
Loan is
deemed to be in Default for that month as of the close of business on the
installment due date for which a scheduled monthly or other regular periodic
payment has not been made or as of the close of business on the due date
stated
in the notice of acceleration given pursuant to the due-on-sale provision
in the
Loan. The Loan will be considered to remain in Default until filing of
a Claim
so long as such periodic payment has not been made or such basis for Appropriate
Proceedings remains. For example, a Loan is "four (4) months in Default” if the
monthly installments due on January 1 through April 1 remain unpaid as
of the
close of business on April 1 or if a basis for acceleration and Appropriate
Proceedings exists for a continuous period of four months.
1.15
Eligibility
Criteria
means
the requirements established by the Company for the insurability of a Loan
under
this Policy and of which the Company has notified the Insured prior to
issuance
of the Policy.
1.16
Environmental
Condition
means
the presence of environmental contamination, including nuclear reaction
or
radioactive waste, toxic waste, poisoning, or mold, contamination or pollution
of the Property or of the earth or water subjacent to the Property or of
the
atmosphere above the Property; or the presence, on or under a Property,
of any
"Hazardous Substance” as that term is defined by the federal Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Sec.
9601 et.
seq., as amended from time to time) or as defined by any similar state
law, or
of any "Hazardous Waste” or "Regulated Substance” as those terms are defined by
the federal Resource Conservation and Recovery Act (42 U.S.C. sec. 6901,
et
seq., as amended from time to time) or as defined by any similar state
law.
Environmental Condition does not mean the presence of radon, lead paint,
or
asbestos.
1.17
Good
and Merchantable Title
means
title to a Property (or, with respect to the Collateral securing a Loan,
the
title to both the Collateral and the Property), free and clear of all liens,
encumbrances, covenants, conditions, restrictions, easements and rights
of
redemption, except for any of the following or as permitted in writing
by the
Company:
(a)
Any
lien
established by public bond, assessment or tax, when no installment, call
or
payment of or under such bond, assessment or tax is delinquent;
(b)
Any
municipal and zoning ordinances and exceptions to title waived by the
regulations of federal mortgage insurers and guarantors with respect to
mortgages on one-to-four family residences in effect on the date on which
the
Loan was closed and all documents were executed;
(c)
With
respect to Collateral, a first mortgage lien on the entire real estate
owned by
the cooperative housing corporation which has been disclosed to the Person
originating the Loan secured by the Collateral; and
(d)
Any
other
impediments which will not have a materially adverse effect on either the
transferability of the Property or the sale thereof (or, if applicable,
the
transferability or sale of the Collateral) to a bona fide
purchaser.
Good
and
Merchantable Title will not exist if (i) there is any lien pursuant to
the
Comprehensive Environmental Response, Compensation, and Liability Act,
or
similar federal or state law, as in effect from time to time, providing
for
liens in connection with the removal and clean-up of environmental conditions,
or if notice has been given of commencement of proceedings which could
result in
such a lien, or (ii) there are limitations on ingress and egress to the
Property
or on use of utilities. Any action or proceeding after a foreclosure sale
relating to establishing a deficiency judgment will not be considered in
determining whether the Insured has acquired Good and Merchantable
Title.
1.18
Insured
means:
(a)
the
Person designated on the face of this Policy; or
(b)
any
Person to whom coverage has been assigned as permitted by Sections 3.5
or 3.6
resulting in a change in the Insured named on a Certificate for a Loan
in
accordance with this Policy.
1.19
Loan
means
any note, bond, or other evidence of indebtedness secured by a mortgage,
deed of
trust, or other similar instrument, which constitutes or is equivalent
to a
first lien or charge on a Property and which the Company has approved for
insurance and to which coverage under this Policy has been
extended.
1.20
Loan
File
means,
with respect to a Loan, copies of all documents and information (irrespective
of
form or medium) created or received by any Person in connection with the
origination or closing of the Loan, including the Borrower's loan application,
purchase contract, appraisal or other evidence of valuation, credit report,
verifications of employment, income and deposit, and HUD-1 or other settlement
statement.
1.21
Loss
means
the liability of the Company with respect to a Loan for payment of a Perfected
Claim which is calculated in accordance with Section 6.3. A Loss will be
deemed
to have occurred when a Default on a Loan occurs, even though the amount
of Loss
is not then either presently ascertainable or due and payable.
1.22
Original
LTV
means
the ratio of the principal balance of a Loan at its origination to the
Value of
the Property.
1.23
Per
Loan Loss Percentage
means
the indicated percentage as set forth for a Loan on the applicable
Certificate.
1.24
Perfected
Claim
means a
Claim received by the Company which contains all information or proof required
by the Company and for which all requirements of this Policy applicable
to
payment of a Claim are satisfied.
1.25
Person
means
any individual, corporation, partnership, association or other
entity.
1.26
Physical
Damage
means
any tangible injury to a Property, whether caused by accident, natural
occurrence, or any other reason, including damage caused by defects in
construction, land subsidence, earth movement or slippage, fire, flood,
earthquake, riot, vandalism or any Environmental Condition.
1.27
Policy
means
this contract of insurance and all Applications, endorsements, schedules,
and
Certificates, which are incorporated in this Policy, related to Loans insured
under this Policy.
1.28
Possession
of the Property
means,
if the Company elects to acquire the Property, physical and undisputed
occupancy
and control of the Property at the time of acquisition, or in the case
of a Loan
secured by Collateral, subject to the terms of the proprietary lease from
the
cooperative housing corporation.
1.29
Primary
First Layer Policy
means
the policy or guarantee issued by a mortgage guaranty insurance company
approved
for insurance of mortgage loans sold to either the Federal National Mortgage
Association ("▇▇▇▇▇▇ ▇▇▇”), or the Federal Home Loan Mortgage Corporation
("▇▇▇▇▇▇▇ Mac”), which for a Loan provides coverage (a) in at least the coverage
percent set forth for such Loan on the applicable Certificate, (b) that
is
issued under a form of policy issued by such company, approved by ▇▇▇▇▇▇
▇▇▇ or
▇▇▇▇▇▇▇ Mac and in general use for the mortgage loans sold to ▇▇▇▇▇▇ Mae
or
▇▇▇▇▇▇▇ Mac, as applicable, and (c ) that is maintained in full force and
effect
until cancellation thereof is required under applicable law. Upon the Company's
request, from time to time, the Insured shall provide to the Company a
copy of
the form of each Primary First Layer Policy under which it obtains coverage.
1.30
Property
means a
Residential real property and all improvements thereon which secure a Loan,
together with all easements and appurtenances, all rights of access, all
rights
to use common areas, recreational and other facilities, and all of their
replacements or additions. In the case of a Loan secured by Collateral,
Property
means the Residential real property, including all improvements thereon,
which
is owned by the cooperative housing corporation, and which is leased to
the
Borrower who holds an ownership or membership interest in such cooperative
housing corporation, which lease and interest secure the related Loan,
together
with all easements and appurtenances, all rights of access, all rights
to use
common areas, recreational and other facilities, and all replacements or
additions to any of the foregoing.
For
purposes of this Policy, wherever the term "Property” is used in reference to
the stock or membership certificate, the lease, or any other asset or right
related thereto (but not the physical condition or structure of the Property),
it shall be deemed to be changed to "Collateral”, including for purposes of
provisions relating to foreclosure, Appropriate Proceedings, or redemption;
acquisition of title or other status of title, lien or ownership (including
Borrower's Title and Good and Merchantable Title); or acquisition, disposition
or Conveyance of Title by any Person.
1.31
Residential
means a
type of building or a portion thereof which is designed for occupancy by
not
more than four (4) families, or a single-family condominium, or a unit
in a
planned unit development. In the case of a cooperative housing corporation,
Residential means a type of building or a portion thereof which is designed
for
occupancy by more than one family, with ownership by a cooperative housing
corporation.
1.32
Security
means a
bond, certificate or other security instrument for which a Loan is security
or
in which a Loan is otherwise included and which is identified on the face
of
this Policy.
1.33
Servicer
means
that Person acting on behalf of the Insured of a Loan (or on behalf of
the
Insured's designee, if any) to service the Loan. The Servicer acts as a
representative of the Insured of the Loan (and the Insured's designee,
if any)
and will bind the Insured and its designee for all purposes of this Policy,
including providing information to the Company, receiving any notices,
paying
premiums, accepting Loss payments, and performing any other acts under
this
Policy. For purposes of the Policy, the term "Servicer" shall include the
master
servicer for a Loan of whom the Company has been notified, as well as any
servicer acting on behalf of the master servicer of whom the Company has
been
notified. References in this Policy to a Servicer's obligations will not
be
construed as relieving the Insured or its designee of responsibility for
the
Servicer's performance.
1.34
Settlement
Period
means
the sixty (60) day period as determined under Section 6.4, at the end of
the
which a Loss is payable by the Company; provided that if the Company pays
a Loss
prior to expiration of such sixty (60) day period, the Settlement Period
ends
with such payment.
1.35
Value
means
the lesser of the sales price of a Property (only applicable in the case
of a
Loan to finance the purchase of such Property) or the value of the Property
as
determined from an appraisal or other method of valuation, as set forth
in the
Certificate.
Any
pronouns, when used in this Policy, will mean the singular or plural, masculine
or feminine, as the case may be.
2
Obtaining
Coverage and Payment of Premiums
2.1
Obtaining
Coverage
- This
Policy shall extend to each Loan which the Insured submits for coverage
under
this Policy, provided that it is made in accordance with the terms and
provisions of this Policy, including the Eligibility Criteria, and is accepted
for insurance by the Company, as evidenced by a Certificate issued by the
Company. In order to obtain coverage under this Policy for a Loan, the
Insured
or the Person acting on its behalf must submit a duly completed Application
to
the Company and notify the Company of the Servicer of the Loan, all of
which
must be acceptable to the Company. If all applicable requirements are satisfied,
extension of coverage to a Loan under this Policy shall be evidenced by
issuance
of a Certificate Number on the Certificate Schedule.
2.2
Representations
of the Insured
- The
Insured represents that:
(a) All
statements made and information provided to the Company in the Application
(including as such is related to continuation of coverage upon assumption
of a
Loan) are supported by statements and information in the Loan File;
(b)
All
statements made and information in the Application when provided to the
Company,
or contained in the Loan File when the Loan is closed, are not false or
misleading in any material respect as of such date(s) and do not omit any
fact
necessary in order to make such statements and information not false or
misleading in any material respect as of such date(s); and
(c)
The
Loan
complies with the Eligibility Criteria.
The
foregoing representations will apply to all statements and information
provided
to the Company in the Application or contained in the Loan File, whether
made or
submitted by the Insured, the Borrower or any other Person, and will be
deemed
to have been made and provided for and on behalf of the Insured. The foregoing
representations shall be effective whether or not they are made by the
Insured
or other Person with the intent to deceive or mislead, or with the knowledge
that they are not true and correct.
It
is
understood and agreed that such statements and information in the Application
or
Loan File in the aggregate are, and in certain instances individually may
be,
material to the Company's decision to offer or provide coverage of the
related
Loan; the Company issues the related Certificate in reliance on the accuracy
and
completeness of such statements and information submitted to it; and the
Company's reliance on the representations in this Section 2.2 survive the
issuance of a Certificate or such continuation of coverage and any later
review
or audit of the Insured's files by the Company. Without otherwise limiting
the
scope of this Section 2.2, a breach of Section 4.9 relating to down payment
will
be deemed a material misrepresentation for purposes of this Section
2.2.
2.3
Company's
Remedies for Misrepresentation
- If any
of the Insured's representations as described in Section 2.2 are materially
false or misleading with respect to a Loan, the Company will have, at its
option, the right to defend against a Claim, or to the extent permitted
by
applicable law, to cancel or rescind coverage for such Loan under the
Certificate retroactively to commencement of coverage (or if the
misrepresentation occurs with respect to continuation of coverage upon
assumption of a Loan, to so defend, cancel or rescind retroactively to
the date
of such continuation). In the case of such cancellation or rescission,
the
Company shall return at that time all paid premiums for such Loan retroactively
to such applicable date.
2.4
Initial
Premium and Term of Coverage
- Within
fifteen (15) days from the Certificate Effective Date, or such other date
as the
Company and the Insured may agree to in writing, the Insured must forward
to the
Company the appropriate initial premium. Payment of the initial premium
shall be
a condition precedent to coverage being extended to the Loan. Subject to
cancellation by the Insured or the Company as provided in this Policy,
coverage
shall remain in full force and effect for the period covered by the initial
premium.
2.5
Renewal
of Certificate and Termination for Non-Payment of Renewal
Premium
- The
Insured is obligated to continue coverage in effect and pay any premium
which is
due, as required by Section 2.7 of this Policy. The entire premium for
all Loans
(including all Loans then in Default) must be paid within a forty-five
(45) day
grace period (or such longer grace period generally allowed by the Company)
after the due date for payment. Upon payment of the entire premium for
all Loans
within such grace period, this Policy will be in effect for the applicable
period of coverage and a Default on a Loan occurring within said grace
period
which is not cured, and which results in a Claim being filed, will be covered.
If the entire premium for all Loans is not paid within the grace period,
at the
option of the Company, the coverage of this Policy and the Company's liability
as to all Loans will terminate effective as of 12:01 a.m. on the first
day
following the date through which the applicable premium has been paid and
as a
result, any future Defaults on any of the Loans will not be covered under
this
Policy.
If
the
applicable premium on a Loan in Default has been paid for a renewal term
following the renewal term during which such Default occurred, and if such
Default is not cured and results in a Claim, such premium paid shall be
refunded
in connection with the settlement of the Claim. If such premium on such
Loan in
Default is not paid, coverage on such Loan shall be cancelled retroactive
to the
date through which the premium has been paid, but a Claim resulting from
a
Default which occurred before the date through which the applicable premium
has
been paid shall be covered, subject to the terms and conditions of this
Policy.
2.6
Special
Procedures for Receipt and Deposit of Initial and Renewal
Premiums
- The
Insured acknowledges that the Company deposits initial and renewal premium
checks immediately upon receipt and agrees that the receipt and deposit
of a
premium check by the Company after the time specified in this Policy for
receipt, does not constitute a waiver of the requirements of this Policy
for
timely receipt or an acceptance of premium by the Company. The Company
will have
the right to return such late premium payment, but only within sixty (60)
days
after receipt, in which case coverage of all Loans (including all Loans
then in
Default) will be cancelled retroactively to the Certificate Effective Date
for a
late initial premium, or to the last day of the period covered by the previous
premium payment for a late renewal premium. Receipt, deposit and retention
of a
premium check will not constitute a waiver of any defenses with respect
to any
other matters which the Company may have under this Policy.
2.7
Cancellation
by the Insured of a Certificate
-
Notwithstanding any provision to the contrary in this Policy, the Insured
shall
be obligated to maintain coverage of a Certificate for a Loan (and to pay
corresponding premiums for continuation of such coverage for each month
or
partial month coverage is in effect) unless or until (a) the Loan is paid
in
full or (b) the ratio of the outstanding principal balance of the Loan
to the
Value (as defined in Section 1.35 of this Policy) of the Property securing
the
Loan is at least five (5) percentage points less than the Original LTV
minus the
product of the Per Loan Loss Percentage and the Original LTV for such Loan
under
this Policy or (c) otherwise permitted in writing by the Company. Subject
to the
foregoing obligation of the Insured to maintain coverage, the Insured may
obtain
cancellation of coverage on a Loan by making a written notification in
the case
of (a) or (b) above or a written request in the case of (c) above. However,
no
refund will be paid upon cancellation of coverage on a Loan. Cancellation
of
coverage on a Loan will not cancel this Policy.
2.8
Cancellation
of Policy
- Either
the Insured or the Company may cancel their respective right or obligation
to
receive or issue new Certificates immediately upon written notice of
cancellation of this Policy. However, Certificates issued prior to such
cancellation of this Policy will continue in force so long as all premiums
are
paid and all other terms and conditions of this Policy for coverage are
complied
with by the Insured.
2.9
Cancellation
of Policy and Coverage of Loans Upon Termination of Security or Removal
of Loans
from Security
- Except
as otherwise specified below, in the event that
(a)
the
bonds, certificates or other security instruments designated or referred
to in
this Policy as the Security are redeemed, paid in full, cancelled or otherwise
terminated, or the trust created in connection with the issuance of the
Security
is terminated for any reason (individually, a "Redemption"), or
(b)
there
are
no longer any Loans that are security for, or represented by, the Security,
this
Policy and the coverage of all Loans under this Policy shall automatically
be
terminated without further action being required by either the Insured
or the
Company, and the
Company shall have no liability for any Default existing at the time of
cancellation, other than Defaults on Loans for which a Claim had been filed
in
accordance with Section 6.1 of this Policy prior to the date of termination
of
coverage.
The
Insured shall notify the Company within thirty (30) days after the occurrence
of
either (a) or (b) above. The provisions of this Section 2.9 shall control,
notwithstanding the right of the Insured to cancel coverage on some or
all of
the Loans and the exercise of such right by the Insured. No refund will
be paid
upon cancellation of this Policy and coverage of Loans under this Section
2.9.
Notwithstanding
the foregoing, coverage of Loans insured under this Policy shall not
automatically terminate in the event of a Redemption, if a change of Insured
for
all, but not less than all, of the Loans then insured under this Policy,
is
requested by the Insured and approved by the Company as provided for in
Section
3.5 within thirty (30) days after the effective date of the
Redemption.
2.10
Refund
of Premium for Certain Circumstances
- If,
because of a provision in Sections 2, 3, or 4 (other than Sections 4.4,
4.7, or
4.8), no Loss is payable to the Insured, the Company shall return to the
Insured
all paid premiums retroactively and pro rata to the date when the event
or
circumstance occurred which resulted in no Loss being payable.
2.11
Post
Underwriting Review and Copies of Loan Files
- The
Company or representatives designated by it will have the right, from time
to
time, upon thirty (30) days advance notice to the Insured, to conduct a
post
underwriting review (including inspection) of the Loan Files and other
information, papers, files, documents, books, records, agreements, and
electronically stored data pertaining to or in connection with Loans insured
under this Policy prepared or maintained by or in the possession of the
Insured
or of the Servicer, or which the Insured or the Servicer has a legal right
to
obtain. The Company will have the right to conduct the review on the Insured's
premises during normal business hours. The Insured must cooperate fully
with the
review.
In
addition, either in connection with such review or separately, the Company
will
have the right upon ninety (90) days prior written notice to obtain from
the
Insured a copy of the Loan File for any Loan for which a Certificate has
been
issued pursuant to this Policy. If for any reason the Insured fails to
provide a
copy of a Loan File at the time of the Company's review or upon the Company's
other notice, the Company will provide a second notice to the Insured,
allowing
the Insured to provide it within an additional ninety (90) day period.
If for
any reason the Insured fails to provide a copy of a Loan File within the
additional ninety day period, then, at the Company's option, the Company
will
have the right to cancel coverage for the Loan if, in the Company's reasonable
judgment, any portion of the Loan File not provided would be relevant to
the
Company's assessment or assertion of its rights and defenses under this
Policy.
3
Changes
in Various Loan Terms, Servicing, and Insured; Coordination and Duplication
of
Benefits
3.1
Loan
Modifications
- Unless
advance written approval is provided by, or obtained from, the Company,
the
Insured may not make any change in the terms of a Loan, including the borrowed
amount, interest rate, term or amortization schedule of the Loan, except
as
permitted by terms of the Loan; nor make any change in the Property or
other
collateral securing the Loan; nor release the Borrower from liability on
a
Loan.
3.2
Open
End Provisions
- The
Insured may increase the principal balance of a Loan, provided that the
written
approval of the Company has been obtained. The Insured will pay the Company
the
additional premium due at the then prevailing premium rate.
3.3
Assumptions
- If a
Loan is assumed with the Insured's approval, the Company's liability for
coverage under its Certificate will terminate as of the date of such assumption,
unless the Company approves the assumption in writing. The Company will
not
unreasonably withhold approval of an assumption. It is understood that
coverage
will continue, and that the restriction of this Section 3.3 will not apply,
if
under the Loan or applicable law the Insured cannot exercise a "due-on-sale"
clause or is obligated to consent to such assumption under the Loan or
applicable law.
3.4
Servicing
-
| (a) |
If
the servicing rights for a Loan are sold, assigned or transferred
by the
Insured, coverage of the Loan hereunder will continue provided
that prior
written notice of the new Servicer is given to the Company and
the new
Servicer is approved in writing by the Company in advance of
such sale,
assignment, or transfer.
|
(b)
The
Company may notify the Insured at any time in writing that a Servicer is
no
longer approved by the Company.
3.5
Change
of Insured of this Policy
- Change
of Insured of this Policy shall only be allowed if advance written approval
is
obtained from the Company (which approval shall be in the sole and absolute
discretion of the Company). If the Company approves the change of Insured,
the
Company shall, thereafter, change its records to identify the new Insured
for
this Policy.
3.6
Assignment
of Coverage of a Loan under this Policy
-
Assignment of coverage of a Loan shall only be allowed if advance written
approval is obtained from the Company (which approval shall be in the sole
and
absolute discretion of the Company). If the Company approves the assignment,
the
Company shall, thereafter, change its records to identify the new Insured
for
such Loan. Coverage for any Person becoming an Insured pursuant to this
Section
3.6 shall be subject to all of the terms, conditions, and exclusions contained
in this Policy and to all defenses to coverage available to the Company
against
the original Insured.
3.7
Coordination
and Duplication of Insurance Benefits
- The
coverage under this Policy shall be excess over any other insurance which
may
apply to the Property or to the Loan, except for mortgage guaranty pool
insurance or supplemental or second tier mortgage insurance.
3.8
Indebtedness
and Liens with Respect to Collateral
- The
Insured shall not consent to or approve, without the prior written approval
of
the Company:
(a)
a
lien on
the entire real estate or the Property that is owned by a cooperative housing
corporation, other than that indebtedness secured by a first mortgage lien
or
other liens disclosed to the Person originating the Loan secured by the
Collateral; or
(b)
a
modification or termination of any rights of the Insured to exercise its
consent
or approval respecting the matters described in (a).
4
Exclusions
From Coverage
The
Company will not be liable for, and this Policy will not apply to, extend
to or
cover the following:
4.1
Balloon
Payment
- Any
Claim arising out of or in connection with the failure of the Borrower
to make
any payment of principal and/or interest due under a Loan:
(a)
as
a
result of the Insured exercising its right to call the Loan (other than
when the
Loan is in Default) or because the term of the Loan is shorter than the
amortization period, and
(b)
which
is
for an amount more than twice the regular periodic payments of principal
and
interest that are set forth in the Loan (commonly referred to as a "balloon
payment").
This exclusion will not apply:
(1) if
the
Insured or other Person acting on behalf of the Insured offers the Borrower,
in
writing, a renewal or extension of the Loan or a new loan which
(A) constitutes
a first lien,
|
(B)
|
is
at rates and terms generally prevailing in the marketplace (but
otherwise
subject to Section 3.1),
|
(C)
is
in an
amount not less than the then outstanding principal balance,
(D)
has
no
decrease in the amortization period, and
|
(E)
|
is
offered regardless of whether the Borrower is then qualified
under the
Insured's underwriting standards, or whether the Borrower accepts
such
offer, or
|
(2)
if
the
Loan has an original term to maturity of fifteen (15) or more years from
the
first due date thereunder and equal monthly payments (except for the related
balloon payment) that otherwise would fully amortize the principal of the
Loan
over thirty (30) years and pay interest at the applicable interest rate.
4.2
Effective
Date
- Any
Claim resulting from a Default existing at the Certificate Effective Date
or
occurring after lapse or cancellation of a Certificate.
4.3
First
Payment Default
- Any
Claim arising from a Default due to the failure of the Borrower to have
made or
to make the first regular periodic payment on the Loan from the Borrower's
Own
Funds.
4.4
Incomplete
Construction
- Any
Claim when, as of the date of such Claim, construction of a Property is
not
completed in accordance with the construction plans and specifications
upon
which the valuation of the Property at origination of the Loan was
based.
4.5
Fraud,
Misrepresentation and Negligence
-
(a)
Any
Claim
not otherwise within the scope of Section 2.3 where there was fraud or
misrepresentation by the Insured or the Servicer with respect to the Loan,
and
the fraud or misrepresentation (1) materially contributed to the Default
resulting in such Claim; or (2) increased the Loss, except that if the
Company
can reasonably determine the amount of such increase, such Claim will not
be
excluded, but the Loss will be reduced to the extent of such amount.
(b)
Any
Claim
where there was negligence by the Insured or the Servicer, which (1) was
material to either the acceptance of the risk or the hazard assumed by
the
Company; (2) materially contributed to the Default resulting in such Claim;
or
(3) increased the Loss, except that if the Company can reasonably determine
the
amount of such increase, such Claim will not be excluded, but the Loss
will be
reduced to the extent of such amount.
4.6
Non-Approved
Servicer
- Any
Claim arising from a Loan for which the Servicer, at time of Default or
thereafter, is not approved by the Company as described in Section 3.4;
provided
that this exclusion shall not apply if the Company has notified the Insured
in
writing under Section 3.4(b) that a Servicer is no longer approved and
if within
ninety (90) days thereafter the Insured completed a transfer of servicing
to a
new Servicer approved by the Company.
4.7
Physical
Damage (Other than Relating to Pre-Existing Environmental
Conditions)
- Any
Claim where, at any time after the Certificate Effective Date, Physical
Damage
to a Property (of a type other than as described in Section 4.8 and other
than
reasonable wear and tear), occurs or manifests itself subject to the following
provisions:
(a)
This
exclusion will not apply if the Company in good faith determines that the
aggregate cost of restoring all such Physical Damage is less than fifteen
hundred dollars ($1,500), or such higher amount as the Company may provide
from
time to time.
(b)
This
exclusion will apply only if such Physical Damage occurred or manifested
itself:
|
(i)
|
prior
to expiration of the Settlement Period and the Company elects
to acquire
the related Property in settlement of a Claim; or
|
|
(ii)
|
prior
to the filing of the Claim and was the most important cause of
the Claim
and the Property was either uninsured for loss arising from such
Physical
Damage or was insured for an amount which, disregarding normal
and
customary deductibles not to exceed fifteen hundred dollars ($1,500)
or
such higher amount as the Company may provide from time to time,
was
insufficient for the Property to be in the same condition (except
for
reasonable wear and tear) as it was in as of the Certificate
Effective
Date.
|
(c)
The
exclusion resulting from paragraph (b)(i) will not apply if the Property
is
restored in a timely and diligent manner to its condition (except reasonable
wear and tear) as of the Certificate Effective Date. In lieu of requiring
restoration of the Property, the Company may, at its option, reduce the
Claim
Amount by an amount equal to the cost of such restoration.
(d)
For
purposes of this Section 4.7, the Property subject to restoration will
consist
only of the land, improvements or personal property deemed part of the
real
property under applicable law, and chattel items affixed to the real property
and identified in the appraisal or other valuation of the Property at the
time
the Loan was made, whether or not they are deemed part of the real property.
(e)
Cost
estimates relied upon by the Company in connection with this Section 4.7
shall
be provided in writing by an independent party selected by the Company.
The
Company will furnish the Insured with any such written cost estimates,
if
requested by the Insured.
4.8
Pre-Existing
Environmental Conditions
- Any
Claim where there is an Environmental Condition which existed on the Property
(whether or not known by the Person submitting an Application for coverage
of
the Loan) as of the Certificate Effective Date, subject to the following
provisions:
(a)
This
exclusion will not apply if the existence of such Environmental Condition,
or
the suspected existence of such Environmental Condition, was specifically
disclosed to the Company in the Application relating to the Property.
(b)
This
exclusion will apply only if such Environmental Condition
|
(i)
|
was
a principal cause of the Default, and
|
|
(ii)
|
has
made the principal Residential structure on the Property uninhabitable.
A
structure will be considered "uninhabitable" if generally recognized
standards for residential occupancy are violated or if, in the
absence of
such standards, a fully informed and reasonable person would
conclude that
such structure was not safe to live in without fear of injury
to health or
safety.
|
4.9
Down
Payment
- Any
Claim involving a Loan which is for the purchase of the Property, and for
which
the Borrower did not make a down payment as described in the Application
or Loan
File.
4.10
First
Lien Status
- Any
Claim, if the mortgage, deed of trust or other similar instrument executed
by
the Borrower and insured hereunder did not provide the Insured at origination
with a first lien on the Property.
4.11
Payment
of the Full Benefit of the Primary First Layer Policy
- Any
portion of any Claim for Loss to the extent the Insured under the related
Primary First Layer Policy has not received the amount of the full benefit
of
the percentage option claim payment under the Primary First Layer Policy
(irrespective of the reason or cause, including insolvency of the Primary
First
Layer Policy insurer or failure of the Insured to maintain the Primary
First
Layer Policy or to comply with the terms and conditions of the Primary
First
Layer Policy).
4.12
Non-Eligible
Loans
- Any
Claim on a Loan that did not meet the Eligibility Criteria applicable to
the
Loan.
4.13
Breach
of the Insured's Obligations or Failure to Comply with
Terms
- Any
Claim involving or arising out of any breach by the Insured of its obligations
under, or its failure to comply with:
(a)
the
terms
of this Policy (in any case where there is no exclusion from coverage or
express
remedy for such breach or noncompliance under this Policy), or
(b)
its
obligations as imposed by operation of law, and
(c)
if
such
breach or failure in (a) or (b):
|
(i)
|
materially
contributed to the Default resulting in such Claim;
|
|
(ii)
|
increased
the Loss, provided that if the Company can reasonably determine
the amount
of such increase, such Claim will not be excluded, but the Loss
will be
reduced to the extent of such amount;
or
|
|
(iii)
|
resulted
from a breach of the Insured's obligations under Section 5.8,
irrespective
of whether such breach contributed to the Default resulting in
such Claim
or increased the Loss.
|
5
Conditions
Precedent to Payment of Claim
It
is a
condition precedent to the Company's obligation to pay a Loss that the
Insured
comply with all of the following requirements:
5.1
Notice
of Default
- The
Insured must give the Company written notice:
(a)
Within
forty-five (45) days of the Default, if it occurs when the first payment
is due
under the Loan; or
(b)
Within
ten (10) days of either:
|
(i)
|
the
date when the Borrower becomes four (4) months in Default on
the Loan;
or
|
|
(ii)
|
the
date when any Appropriate Proceedings which affect the Loan or
the
Property or the Insured's or Borrower's interest therein have
been
started;
|
whichever
occurs first.
5.2
Monthly
Reports
-
Following a notice of Default on the Loan, the Insured must give the Company
monthly reports on forms or in a format acceptable to the Company on the
status
of the Loan and on the servicing efforts undertaken to remedy the Default.
These
monthly reports may be furnished less frequently if allowed in writing
by the
Company and must continue until the Borrower is no longer in Default, the
Appropriate Proceedings terminate, or until the Insured has acquired the
Property.
5.3
Company's
Option to Accelerate Filing of a Claim
- If the
Company so directs, at any time after receiving the Insured's notice of
Default,
the Insured must file a Claim within thirty (30) days after notice from
the
Company. The Company will then make a payment of Loss in accordance with
the per
loan loss percentage guaranty option in Section 6.3(b). Thereafter, following
the acquisition of Borrower's Title by the Insured, the Insured will be
entitled
to file a supplemental Claim at the time prescribed in Section 6.1 in an
amount
equal to the sum of its advances, less the deductions, all as specified
in
Section 6.2, to the extent not included in the payment of the initial Claim.
Such supplemental Claim must be paid by the Company in accordance with
Section
6.3(b). No interest shall be included in the Claim Amount under this Section
5.3
after the date that the accelerated Claim is filed. If a Loan for which
the
Company has paid a Claim is subsequently brought current by the Borrower,
the
Insured shall refund to the Company the Loss paid by the Company with respect
to
that Loan. If the Company exercises its option under this Section 5.3,
the
Company shall not have the right to direct or participate in a deficiency
recovery under Section 7.2.
5.4
Voluntary
Conveyance
- The
Insured may only accept a conveyance of the Property from the Borrower
in lieu
of foreclosure or other proceeding if the prior written approval of the
Company
has been obtained. Such approval shall not be considered as an acknowledgement
of liability by the Company with respect to such Loan.
5.5
Appropriate
Proceedings
- The
Insured must begin Appropriate Proceedings no later than when the Loan
becomes
six (6) months in Default unless the Company provides written instructions
that
some other action be taken. Such instructions may be general or applicable
only
to specific Loans. The Company reserves the right to direct the Insured
to
institute Appropriate Proceedings at any time after Default. When either
defending against or bringing Appropriate Proceedings, the Insured must
report
their status to the Company as reasonably and expeditiously as
possible.
In
conducting Appropriate Proceedings, the Insured must:
(a)
diligently
pursue the Appropriate Proceedings once they have begun;
(b)
apply
for
the appointment of a receiver and assignment of rents, if permitted by
law and
requested by the Company;
(c)
upon
request by the Company in writing, furnish the Company with the Loan File
(whether or not the Insured is the originator of the Loan), the payment
and
collection history from the servicing file since the inception of coverage
of
such Loan under this Policy, and copies of all notices and pleadings filed
or
required in the Appropriate Proceedings;
(d)
act
and
bid at the foreclosure sale in accordance with Section 5.11 so that its
ability
to preserve, transfer and assign to the Company its rights against the
Borrower
are not impaired; and so that the rights of the Company under this Policy
against the Borrower are fully protected. Such rights include any rights
to
obtain a deficiency judgment, subject to the Company's compliance with
Sections
7.2 and 7.3 relating to establishing a deficiency; and
(e)
when
requested by the Company, furnish the Company with a written statement
indicating the estimated potential Claim Amount as computed under Section
6.2 at
least fifteen (15) days before the foreclosure sale.
5.6
Mitigation
of Damages
- The
Insured must take appropriate actions to mitigate the Loss. Accordingly,
in
order to comply with this provision, the Insured's obligations include
collecting amounts due under the Loan and offering to any Borrower who
has the
ability and desire to cure the Default, a repayment plan, a forbearance
plan, or
a loan modification or other loan workout plan. In the event such efforts
fail
to cure the Default, the Insured must use its best efforts to effectuate
the
early disposition of the Property.
The
Company shall be entitled at its sole discretion to actively direct any
such
mitigation efforts. Such direction may be general or applicable only to
specific
Loans. The Company must administer this Policy in good faith.
5.7
Advances
- The
Insured must advance:
(a)
normal
and customary hazard insurance premiums and real estate property taxes,
in each
case as due and payable;
(b)
reasonable
and necessary Property protection and preservation expenses approved by
the
Company at the time the Company reviews the Claim, which shall not include
expenditures to remove an exclusion from coverage under Section 4;
and
(c)
reasonable
costs to complete Appropriate Proceedings and eviction and moving of occupants,
including related court expenses and attorney's fees.
5.8
Claim
Information and Other Requirements
- The
Insured must provide the Company with:
(a)
a
completed form furnished by or acceptable to the Company for payment of
a Claim;
(b)
unless
previously provided under Section 5.5(c), the Loan File which is the subject
of
the Claim (whether or not the Insured is the originator of the Loan), the
payment and collection history from the servicing file since the inception
of
coverage of such Loan under this Policy;
(c)
if
the
Property is not being acquired by the Company: a copy of an executed trustee's
or sheriff's deed (which may be unrecorded) conveying Borrower's Title
to the
Property to the Insured (or satisfactory evidence that the foreclosure
sale has
been completed if the Borrower's right of redemption has not expired);
or a deed
from the Borrower (which may be unrecorded) if a voluntary conveyance has
been
approved by the Company, conveying to the Insured the title that was required
by
the Company in the approval of the conveyance;
In
the
event the most important cause of Default was a circumstance or event which
would prevent the Insured from obtaining Good and Merchantable Title, the
Insured shall instead provide the Company with evidence described in Section
5.8
(d)(ii) below that it has acquired Good and Merchantable Title to the
Property;
(d)
if
the
Property is being acquired by the Company:
|
(i)
|
a
recordable deed in normal and customary form containing the customary
warranties and covenants conveying to the Company or its designee
Good and
Merchantable Title to the Property;
|
|
(ii)
|
a
title insurance policy acceptable to the Company or an attorney's
opinion
of title acceptable to the Company, confirming that the Insured
has and
can convey to the Company Good and Merchantable Title to the
Property;
and
|
|
(iii)
|
Possession
of the Property, but only if the Company has required such Possession
in
writing;
|
(e)
access
to
the Property, pursuant to the terms and conditions of Section 6.4(b), if
requested by the Company under such Section;
(f)
a
copy of
the claim and evidence of the payment of, and any adjustments to, the claim
under the Primary First Layer Policy, if applicable, and other information
related to such Primary First Layer Policy as the Company may reasonably
request; and
(g)
all
other
information and documentation reasonably requested by the Company.
5.9
Acquisition
of Borrower's Title Not Required
- The
Insured will not be required to acquire Borrower's Title to a Property
if (a)
the Company approves a sale of the Property prior to a foreclosure sale
and such
sale is closed; (b) the Company requires an early Claim filing pursuant
to
Section 5.3, except that such acquisition will be required as a condition
to the
Insured's filing of a supplemental Claim; or (c) the Property is acquired
by
someone other than the Insured at a foreclosure sale, as provided in Section
5.11, or thereafter pursuant to exercise of rights of redemption.
5.10
Sale
of a Property by the Insured Before End of Settlement
Period
-
(a)
The
Insured must submit to the Company any offer to purchase a Property which
is
acceptable to the Insured until such time as a Claim is settled under this
Policy. Upon such submission, the Company must then promptly notify the
Insured
that it will either approve or not approve such offer. The Insured shall
promptly notify the Company if the approved offer does not close as scheduled.
(b)
If
an
approved offer expires or is terminated, the Company shall be entitled
to pay
the Loss payable by:
|
(i)
|
paying
the per loan loss percentage guaranty option as calculated under
Section
6.3(b), or
|
|
(ii)
|
paying
the property acquisition settlement option as calculated under
Section
6.3(a), and acquiring the Property; but if the Company's right
to acquire
the Property has expired pursuant to Section 6.5, or been waived,
then
such acquisition shall be under the same terms and conditions
as the
expired or terminated offer, except for terms and conditions
relating to
the sale price and method of payment of the sale price, which
shall
instead be governed by Section 6.3.
|
(c)
The
following provisions shall apply to offers submitted to the Company under
this
Section 5.10:
|
(i)
|
At
the time it presents an offer, the Insured must also provide
the Company
with a good faith estimate of gross proceeds and expenses in
sufficient
detail for the Company to calculate the estimated net proceeds
described
below. The Company may not require any changes to the offer,
direct the
marketing of the Property, or require any expenditures by the
Insured for
restoration of the Property as a condition to its approval.
|
|
(ii)
|
If
the Company approves the offer submitted by the Insured, it must
also
advise the Insured of the estimated net proceeds which it has
calculated.
The estimated net proceeds calculated by the Company will be
the estimated
gross sales proceeds to be received by the Insured less all reasonable
estimated expenses submitted by the Insured and approved by the
Company in
its approval of the offer which have been or are expected to
be paid by
the Insured in obtaining and closing the sale of the Property.
If the
estimated net proceeds as calculated by the Company are acceptable
to the
Insured, the Loss payable shall be computed as determined below.
If such
calculation is not acceptable to the Insured, the offer shall
be deemed to
have not been approved by the Company.
|
|
(iii)
|
If
the Company approves the offer, the Loss payable by the Company
under this
Section 5.10 will be the lesser of:
|
(A)
the
actual net amount as calculated below, or
|
(B)
|
the
per loan loss percentage guaranty option under Section 6.3(b)
without
regard to a sale of the Property.
|
The
actual net amount will be the Claim Amount calculated under Section 6.2,
except
that (a) delinquent interest will be computed through the closing date
for sale
of the Property, and (b) the Claim Amount shall be reduced by the actual
net
proceeds realized by the Insured from the sale of the Property. The actual
net
proceeds will be determined in the same manner as the estimated net proceeds,
but on the basis of the actual sales proceeds. For purposes of computing
a Loss,
such actual net proceeds shall not be less than the estimated net proceeds
calculated by the Company under this subparagraph (iii) or as otherwise
approved
by the Company.
|
(iv)
|
The
Company shall not unreasonably withhold its approval of expenses
submitted
to it after its approval of an offer. Expenses paid to Persons
employed or
controlled by the Insured or their internal costs will not be
allowed in
calculation of either the estimated or actual net proceeds.
|
|
(v)
|
If
requested by the Company, the Insured shall advise the Company
of the name
of the real estate broker or other Person marketing the Property
and
authorize such broker or other Person to release information
regarding the
marketing and physical condition of the Property to the Company.
|
5.11
Foreclosure
Bidding Instructions Given by the Company
- Unless
otherwise directed by the Company, the Insured will be entitled to bid
at the
foreclosure sale held as part of the Appropriate Proceedings any amount
which it
determines necessary to obtain Borrower's Title to the Property. The Company
will be entitled to direct the Insured to bid an amount to be determined
by the
Insured within a minimum and maximum range, as follows:
(a)
The
minimum amount shall not be less than the fair market value of the Property,
but
if there has been Physical Damage to the Property which affects its fair
market
value (as determined before such Physical Damage) by more than ten percent
(10%), the fair market value of the Property shall be its fair market value
after restoration of the Property.
(b)
The
maximum amount shall not exceed the greater of
|
(i)
|
the
fair market value of the Property as determined under subparagraph
(a)
above, or
|
|
(ii)
|
the
estimated Claim Amount less the amount which the Company would
pay as the
per loan loss percentage guaranty option under Section 6.3(b).
|
(c)
For
purposes of this Section 5.11, fair market value shall be determined as
of a
date acceptable to the Company by an opinion of an independent real estate
broker, or by an independent appraiser, in either case selected by or acceptable
to the Company.
The Insured is not required to acquire Borrower's Title if it has bid in
accordance with this Section 5.11, whether or not pursuant to directions
from
the Company.
5.12
Effect
of Unexpired Redemption Period on Payment of a Claim
- If the
Insured files a Claim prior to expiration of an applicable redemption period,
the Loss payable shall only be computed through the date of filing of the
Claim,
and if the Company elects to acquire the Property, the Insured will remain
responsible for management and control of the Property until the Company's
acquisition thereof, which may be after expiration of the redemption period,
but
not later than as required by Section 6.4.
If
the
Company has paid to the Insured a Claim under its per loan loss percentage
guaranty option in Section 6.3(b), and the related Property is subsequently
redeemed by the Borrower, the Insured shall promptly report such redemption
to
the Company and reimburse the Company for the amount of the Company's Claim
payment, to the extent that the sum of the Company's Claim payment and
the
amount realized by the Insured from the redemption exceeds the Claim Amount,
as
would have been calculated through the date of redemption.
5.13
Collection
Assistance
- If the
Company so requests, the Insured shall permit the Company to cooperatively
assist the Insured in the collection of moneys due under the Loan, including
obtaining information from the Borrower, attempting to develop payment
schedules
acceptable to the Insured, conducting Property inspections and requesting
appraisals of the Property.
6
Loss
Payment Procedure
6.1
Filing
of Claim
-
(a)
The
Insured shall file a Claim under this Policy after, but no later than sixty
(60)
days following, the later of
|
(i)
|
Conveyance
of Title to the Property, or
|
|
(ii)
|
if
applicable, the settlement of a claim under the Primary First
Layer
Policy.
|
(b)
If
the
Insured fails to file a Claim within the period of time required under
paragraph
6.1(a) above, the Insured will not be entitled to, and the Company will
not be
obligated for, any payment under this Policy for amounts, including additional
interest and expenses, which would otherwise be claimable, but which accrue
or
are incurred after the sixty (60) day period for filing of a Claim.
(c)
If
the
Insured fails to file a Claim within eighteen (18) months following the
Conveyance of Title, the Insured will not be entitled to, and the Company
will
not be obligated for, any payment under this Policy.
Once
a
Claim has been filed, if the Insured fails to satisfy the requirements
for a
Perfected Claim within one hundred eighty (180) days after such filing
(or
within such longer period of time as the Company may allow in writing),
the
Insured will no longer be entitled to payment of a Loss and the Company
will not
be obligated to make any payment under this Policy.
6.2
Calculation
of Claim Amount
-
Subject to Sections 7.5 and 5.3, the Claim Amount will be an amount equal
to:
the
sum
of:
(a)
the
amount of unpaid principal balance due under the Loan as of the date of
Default
without capitalization of delinquent interest, penalties or advances;
and
(b)
the
amount of accrued and unpaid interest due on the Loan computed at the contract
rate stated in the Loan through the date that the Claim is filed with the
Company, but excluding applicable late charges, penalty interest or other
changes to the interest rate by reason of Default; and
(c)
the
amount of advances incurred by the Insured under Section 5.7 prior to filing
of
the Claim (except to Persons employed or controlled by the Insured or their
other internal costs) provided that:
|
(i)
|
Attorney's
fees advanced for completion of Appropriate Proceedings and obtaining
Possession of the Property will not be allowed to the extent
they exceed
three percent (3%) of the sum of the unpaid principal balance
and the
accrued and accumulated interest due;
and
|
|
(ii)
|
Such
advances, other than attorney's fees, must have first become
due and
payable after the Default, and payment of such advances must
be prorated
from the date of Default through the date the Claim is filed
with the
Company;
|
less
the
sum of:
(1) the
amount of all rents and other payments (excluding proceeds of a sale of
the
Property and the proceeds of fire and extended coverage insurance) collected
or
received by the Insured, which are derived from or in any way related to
the
Property or the Loan;
(2)
the
amount of cash remaining in any escrow account as of the last payment date;
(3)
the
amount of cash or other collateral to which the Insured has retained the
right
of possession as security for the Loan;
(4)
the
amount paid under applicable fire and extended coverage policies which
are in
excess of the cost of restoring and repairing the Property, if the Property
is
damaged, and which has not been paid to the Borrower or applied to the
payment
of the Loan as required by the terms of the Loan;
(5)
the
greater of the amount of any claim payment pursuant to a Primary First
Layer
Policy which the Insured received, or which the Insured should have received
as
the full Primary First Layer Policy benefit as described in Section 4.11;
and
(6)
any
other
amounts claimed by the Insured to the extent they are excluded from the
Claim
Amount by reason of Section 4.
6.3
Payment
of Loss; Company's Options
- Within
the Settlement Period, but only if the Insured has satisfied all requirements
for a payment of Loss and the requirements for a Perfected Claim have been
met,
the Company shall at its sole option exercise its:
(a)
Property
Acquisition Settlement Option. Pay to the Insured as the Loss the Claim
Amount
calculated in accordance with Section 6.2 for the Company's acquisition
of the
Property; or
(b)
Per
Loan
Loss Percentage Guaranty Option. In the event the Company does not acquire
the
Property, allow the Insured to retain all rights and title to the Property
and
pay to the Insured as the Loss the lesser of: (i) the difference between
the
Claim Amount calculated in accordance with Section 6.2 and the amount realized
by the Insured pursuant to its sale, if any, of the Property as provided
in
Section 5.10 and (ii) the Per Loan Loss Percentage option which shall be
calculated by multiplying the applicable Per Loan Loss Percentage for such
Loan
times the Claim Amount (without any reduction for the Primary First Layer
Policy
claim payment). However, if prior to the Company's payment of the Loss,
a third
party acquires title to the Property at the foreclosure sale or a Borrower
redeems the Property (unless such acquisition or redemption occurs because
the
Insured failed to bid as provided in Section 5.11), then the Company shall
pay
the lesser of: (i) the per loan loss percentage guaranty option amount
described
above; or (ii) the difference between the Claim Amount and the amount realized
by the Insured at the foreclosure sale or redemption; or
(c)
Pre-Claim
Sale Option. Pay to the Insured as the Loss the amount calculated in accordance
with Section 5.10, if the terms and conditions of Section 5.10 are met.
In
addition to the sum due pursuant to the option described above which the
Company
selects, the Loss payable by the Company will include the other amounts
provided
for under Sections 6.5 or 7.2 when such Sections are applicable. The Company
will deduct from its payment of Loss such amounts as may be permitted by
this
Policy and the aggregate amounts of any payments of Loss which it had previously
made.
Without
limiting the requirements and conditions to filing and payment of a Claim
contained in this Policy, if the Property has been acquired by the insurer
under
a Primary First Layer Policy, no Loss shall be payable under this Policy.
For
purposes of this Policy any references to "percentage guaranty option"
shall be
to the "per loan loss percentage guaranty option".
6.4
Claim
Settlement Period
- The
Settlement Period will be a sixty (60) day period after the Company's receipt
of
a Claim, calculated as follows:
(a)
No
later
than the twentieth (20th) day after filing of a Claim, the Company may
notify
the Insured of additional documents or information which it requires for
processing the Claim, upon which the sixty (60) day period shall be suspended
until the Company receives such additional documentation and information.
Additional items may be requested by the Company after such twenty (20)
day
period and the Insured must use reasonable efforts to satisfy such request,
but
the sixty (60) day limit will not be tolled for their receipt.
(b)
No
later
than the sixtieth (60th) day after filing of a Claim, the Company may notify
the
Insured that it will require access to the Property sufficient to inspect,
appraise and evaluate the Property. If the Company does not notify the
Insured
by that date, its right to such access will be deemed waived. If such notice
is
given, the Insured will use its best efforts to provide access to the Company
and, if access is not then available, the sixty (60) day period will be
suspended from the date such notice was given until the Company receives
notice
from the Insured that access is available to it. If access is in fact not
available when sought by the Company after such notice from the Insured,
the
Company will promptly notify the Insured of such unavailability, and the
passage
of the sixty day period will remain suspended as if the Insured's notice
of
availability had not been given to the Company.
(c)
If
the
Company has elected to acquire the Property in settlement of a Claim, the
sixty
day period also will be suspended if necessary for there to be a period
of ten
(10) days after the date on which the Insured satisfies all conditions
to
acquisition, including any required restoration of the Property, for the
Insured's delivery of a recordable deed and title policy or opinion evidencing
Good and Merchantable Title (not subject to any rights of redemption, unless
the
Company waives such requirement) and, if applicable, delivery of Possession
to
the Property.
6.5
Payment
by the Company After the Settlement Period
- If the
Company has not paid a Loss during the Settlement Period, then (a) the
Company
will include in its payment of Loss, if a Loss is ultimately payable, simple
interest on the amount payable accruing after the Settlement Period to
the date
of payment of Loss at the applicable interest rate or rates which would
have
been payable on the Loan during such period, and (b) the Company will no
longer
be entitled to acquire the Property as an option for payment of the
Loss.
The
Company must either pay the amount of applicable Loss (including any additional
applicable interest as computed above) or deny the Claim in its entirety
within
(a) one hundred twenty (120) days after expiration of the Settlement Period,
or
(b) if the Settlement Period has not expired, no later than one hundred
eighty
(180) days after filing of the Perfected Claim. If at a later date it is
finally
determined by agreement between the Insured and the Company (or by completion
of
legal or other proceedings to which the Insured and the Company are parties)
that the Company was not entitled to deny all or a portion of the Claim,
the
Company will include in any resulting subsequent payment of Loss interest
as
calculated above through the date of such payment on the amount of Loss
which
the Company was not entitled to deny.
6.6
Discharge
of Obligation
-
Payment by the Company of the amount of Loss required to be paid in accordance
with this Policy will be a full and final discharge of its obligation with
respect to such Loss under this Policy.
7 Additional
Conditions
7.1
Proceedings
of Eminent Domain
- In the
event that part or all of a Property is taken by eminent domain, or condemnation
or by any other proceedings by federal, state or local governmental unit
or
agency, the Insured must require that the Borrower apply the maximum permissible
amount of any compensation awarded in such proceedings to reduce the principal
balance of the Loan, in accordance with the law of the jurisdiction where
the
Property is located.
7.2
Pursuit
of Deficiencies
-
(a)
The
Insured will be entitled to pursue Appropriate Proceedings, or shall at
the
direction of the Company pursue Appropriate Proceedings through the end
of the
Settlement Period, which may result in the Borrower becoming liable for
a
deficiency after completion of the Insured's acquisition of a Property.
Such
pursuit may not be directed by the Company unless such deficiency is estimated
to exceed $7,500. If the Company proposes to pursue a deficiency judgment,
in
whole or in part for its account, it will notify the Insured at least thirty
(30) days before the foreclosure sale. If the Company does not so notify
the
Insured, the deficiency judgment, if established by the Insured, will be
solely
for the account of the Insured, and the Company will not be subrogated
to any
rights to pursue the deficiency judgment.
(b)
The
following provisions will apply if, in completing Appropriate Proceedings
there
are additional expenses advanced pursuant to Section 5.7 or additional
interest
accrued on the Loan, due to (1) an additional redemptive period or a delay
in
acquisition of Borrower's Title, which period or delay is directly related
to
establishing the deficiency judgment or (2) legal proceedings which are
necessary to establish and pursue the deficiency judgment and which would
not
otherwise be the custom and practice used.
|
(i)
|
If
the deficiency judgment is to be established, in whole or in
part, for the
account of the Company, the Company must pay the Insured at the
time of
payment of the Claim, regardless of which settlement option the
Company
has selected, the full amount of:
|
|
(A)
|
such
additional expenses advanced pursuant to Section 5.7 by the Insured;
and
|
|
(B)
|
such
additional interest accrued on the unpaid principal balance of
the Loan at
the contract rate stated in the Loan, but excluding applicable
late
charges, penalty interest, or other changes to the interest rate
by reason
of Default.
|
|
(ii)
|
If
the deficiency judgment is not to be established, in whole or
in part, for
the account of the Company, none of the additional interest or
expenses of
the type described in subparagraph (i) above will be included
in the Claim
Amount or payable at any time by the Company.
|
|
(iii)
|
For
purposes of determining the additional expenses described in
subparagraph
(i) above resulting from pursuing the deficiency judgment, the
limitation
on attorney's fees in Section 6.2 will not apply.
|
|
(iv)
|
All
of the additional interest, expenses, attorney's fees and court
expenses
described in subparagraph (i) above will be accrued or advanced
only
through acquisition of Borrower's Title, including any additional
redemptive period.
|
(c)
The
Company and the Insured may agree generally or with respect to a Loan to
different terms and conditions than set forth in this Section 7.2. The
Company
and the Insured also may agree to the joint pursuit or other arrangements
for
the collection of deficiency judgments on mutually acceptable terms and
conditions.
7.3
Subrogation
-
Subject to Section 7.2(a), and only to the extent that the Company is entitled
under applicable law to pursue such deficiency rights, the Company will
be
subrogated, upon payment of the Loss, in the amount thereof and with an
equal
priority to all of the Insured's rights of recovery against a Borrower
and any
other Person relating to the Loan or to the Property. The Insured must
execute
and deliver at the request of the Company such instruments and papers and
undertake such actions as may be necessary to transfer, assign and secure
such
rights. The Insured shall refrain from any action, either before or after
payment of a Loss, that prejudices such rights.
7.4
Policy
for Exclusive Benefit of the Insured
- A
Certificate issued as the result of any Application submitted hereunder
and the
coverage provided under this Policy will be for the sole and exclusive
benefit
of the Insured, its successors and permitted assigns, and in no event will
any
Borrower or other Person be deemed a party to, or an intended beneficiary
of,
this Policy or any Certificate.
7.5
Effect
of Borrower Insolvency or Bankruptcy on Principal Balance
- If
under applicable insolvency or bankruptcy law, a Loan's principal balance
secured by a Property is reduced (after all appeals of such reduction are
final
or the time for such appeals has lapsed without appeal), the portion of
such
principal balance of the Loan not secured by the Property, and related
interest,
will be included in the Claim Amount, as provided in this Section 7.5.
If
a
Default occurs on the Loan, the Insured has acquired Borrower's Title or
Good
and Merchantable Title to the Property as required by this Policy, and
all other
requirements for filing of a Claim are complied with, the Insured will
be
entitled to include in the Claim Amount (a) the amount of the principal
balance
of the Loan which was deemed unsecured under applicable insolvency or bankruptcy
law, less any collections or payments on such unsecured principal balance
received by the Insured, and (b) interest thereon at the rate and as computed
in
Section 6.2, from the date of Default giving rise to the Claim (but for
no prior
period). In no event will any expenses or other amounts associated with
the
amount by which the principal balance of the Loan became unsecured be included
in the Claim Amount, directly or by an addition to the principal balance
included in the Claim Amount.
7.6
Arbitration
of Disputes; Suits and Actions Brought by the Insured
-
(a)
Unless
prohibited by applicable law, all controversies, disputes or other assertions
of
liability or rights arising out of or relating to this Policy, including
the
breach, interpretation or construction thereof, shall be settled by arbitration.
Notwithstanding the foregoing, the Company or the Insured both retain the
right
to seek a declaratory judgment from a court of competent jurisdiction on
matters
of interpretation of this Policy. Such arbitration shall be conducted in
accordance with the Title Insurance Arbitration Rules of the American
Arbitration Association in effect on the date the demand for arbitration
is
made, or if such Rules are not then in effect, such other Rules of the
American
Arbitration Association as the Company may designate as its replacement.
The
arbitrator(s) shall be neutral person(s) selected from the American Arbitration
Association's National Panel of Arbitrators familiar with the mortgage
lending
or mortgage guaranty insurance business. Any proposed arbitrator may be
disqualified during the selection process, at the option of either party,
if
they are, or during the previous two (2) years have been, an employee,
officer
or director of any mortgage guaranty insurer, or of any entity engaged
in the
origination, purchase, sale or servicing of mortgage loans or mortgage-backed
securities.
(b)
No
suit
or action (including arbitration hereunder) brought by the Insured against
the
Company with respect to the Company's liability for a Claim under this
Policy
shall be sustained in any court of law or equity or by arbitration unless
the
Insured has substantially complied with the terms and conditions of this
Policy,
and unless the suit or action is commenced within three (3) years (five
(5)
years in Florida or Kansas) after the Insured has acquired Borrower's Title
to
the Property or sale of the Property approved by the Company is completed,
whichever is applicable to a Loan. No such suit or action with respect
to a
Claim may be brought by the Insured against the Company until sixty (60)
days
after such acquisition of Borrower's Title or sale, as applicable to a
Loan.
(c)
If
a
dispute arises concerning the Loan which involves either the Property or
the
Insured, the Company has the right to protect its interest by defending
the
suit, even if the allegations contained in such suit are groundless, false
or
fraudulent. The Company is not required to defend any lawsuit involving
the
Insured, the Property or the Loan.
7.7
Release
of Borrower; Defenses of Borrower
- The
Insured's execution of a release or waiver of the right to collect any
portion
of the unpaid principal balance of a Loan or other amounts due under the
Loan
will release the Company from its obligation under its Certificate to the
extent
and amount of said release. If, under applicable law, the Borrower successfully
asserts defenses which have the effect of releasing, in whole or in part,
the
Borrower's obligation to repay the Loan, or if for any other reason the
Borrower
is released from such obligation, the Company will be released to the same
extent and amount from its liability under this Policy, except as provided
by
Section 7.5.
7.8
Amendments;
No Waiver; Rights and Remedies; Use of Term "Including"
-
(a)
The
Company reserves the right to amend the terms and conditions of this Policy
from
time to time; provided, however, that any such amendment will be effective
only
after the Company has given the Insured written notice thereof by endorsement
setting forth the amendment. Such amendment will only be applicable to
those
Certificates issued on or after the effective date of the amendment.
(b)
No
condition or requirement of this Policy will be deemed waived, modified
or
otherwise compromised unless that waiver, modification or compromise is
stated
in a writing properly executed on behalf of the Company. Each of the conditions
and requirements of this Policy is severable, and a waiver, modification
or
compromise of one will not be construed as a waiver, modification or compromise
of any other.
(c)
No
right
or remedy of the Company provided for by this Policy will be exclusive
of, or
limit, any other rights or remedies set forth in this Policy or otherwise
available to the Company at law or equity.
(d)
As
used
in this Policy, the term "include" or "including" will mean "include or
including, without limitation."
7.9
No
Agency
-
Neither the Insured, any Servicer, nor any of their employees or agents
(including the Persons underwriting the Loan on behalf of the Insured)
will be
deemed for any reason to be agents of the Company. Neither the Company,
nor any
of its employees or agents, will be deemed for any reason to be agents
of any
Insured or Servicer.
7.10
Successors
and Assigns
- This
Policy will inure to the benefit of and shall be binding upon the Company
and
the Insured and their respective successors and permitted assigns.
7.11
Applicable
Law and Conformity to Law
- All
matters under this Policy will be governed by and construed in accordance
with
the laws of the jurisdiction in which the office of the original Insured
on a
Certificate is located. Any provision of this Policy which is in conflict
with
any provision of the law of such jurisdiction is hereby amended to conform
to
the provisions required by that law.
7.12
Notice
- All
claims, premium payments, tenders, reports, other data and any other notices
required to be submitted to the Company by the Insured must be sent to
the
Company at MGIC Plaza, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The
Company may change this address by giving written notice to the Insured.
Unless
the Insured otherwise notifies the Company in writing, all notices to the
Insured must be sent to the address on the face of this Policy or, if the
Insured is not located at such address, to the last known address of the
Insured.
All
notices under this Policy, whether or not identified in this Policy as
required
to be in writing, will be effective only if in writing and only upon receipt
thereof. Written notices may instead be given in the form of telecopy or,
if
acceptable to the Company (for notices given to the Company) or to the
Insured
(for notices given to the Insured) in the form of computer tape or
computer-generated or any other electronic message. A telecopy or such
tape or
message shall be effective only when received. The Company and the Insured
may
mutually agree that notices will be sent to any additional Person. Except
as
expressly agreed to by the Company and the Insured, no liability shall
be
incurred by the Company for the failure to give a notice to a Person other
than
the Insured.
7.13
Reports
and Examinations
- The
Company may request, and the Insured must provide, such files, reports
or
information as the Company may deem necessary pertaining to any Loan, and
the
Company will be entitled to inspect the files, books and records of the
Insured
or any of its representatives pertaining to such Loan.
7.14
Electronic
Media
- The
Company and the Insured may, from time to time, deliver or transfer information,
documents or other data between them by electronic media acceptable to
them. In
addition, the Company and the Insured may maintain information, documents
or
other data on electronic media or other media generally accepted for business
records, including microfiche. Such electronic or other media will be as
equally
acceptable for all purposes between the Insured and the Company as information,
documents or other data maintained in printed or written form.
EXHIBIT
C
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
OPTION
ONE MORTGAGE CORPORATION,
as
Originator and Seller,
OPTION
ONE OWNER TRUST 2001-1A,
OPTION
ONE OWNER TRUST 2001-2,
OPTION
ONE OWNER TRUST 2002-3,
OPTION
ONE OWNER TRUST 2003-4,
OPTION
ONE OWNER TRUST 2003-5,
OPTION
ONE OWNER TRUST 2005-6,
OPTION
ONE OWNER TRUST 2005-7,
OPTION
ONE OWNER TRUST 2005-8,
OPTION
ONE OWNER TRUST 2005-9
as
Sellers
and
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
as
Purchaser
MORTGAGE
LOAN PURCHASE AGREEMENT
Dated
as
of October 19, 2006
Fixed
Rate and Adjustable Rate Mortgage Loans
Option
One Mortgage Loan Trust 2006-3
Asset-Backed
Certificates, Series 2006-3
Table
of Contents
|
ARTICLE
I.
DEFINITIONS
|
|
|
Section
1.01
|
Definitions
|
|
ARTICLE
II.
SALE
OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
|
|
|
Section
2.01
|
Sale
of Mortgage Loans
|
|
Section
2.02
|
Obligations
of the Originator Upon Sale
|
|
Section
2.03
|
Payment
of Purchase Price for the Mortgage Loans.
|
|
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
|
|
|
Section
3.01
|
Representations
and Warranties Relating to the Mortgage Loans.
|
|
Section
3.02
|
Originator
Representations And Warranties Relating to The
Originator
|
|
Section
3.03
|
Seller
Trust Representations And Warranties
|
|
Section
3.04
|
Remedies
For Breach of Representations And Warranties
|
|
ARTICLE
IV.
ORIGINATOR'S
COVENANTS
|
|
|
Section
4.01
|
Covenants
of The Originator
|
|
ARTICLE
V.
INDEMNIFICATION
WITH RESPECT TO THE MORTGAGE LOANS
|
|
|
Section
5.01
|
Indemnification.
|
|
ARTICLE
VI.
TERMINATION
|
|
|
Section
6.01
|
Termination
|
|
ARTICLE
VII.
MISCELLANEOUS
PROVISIONS
|
|
|
Section
7.01
|
Amendment
|
|
Section
7.02
|
Governing
Law
|
|
Section
7.03
|
Notices
|
|
Section
7.04
|
Severability
of Provisions
|
|
Section
7.05
|
Counterparts
|
|
Section
7.06
|
Further
Agreements
|
|
Section
7.07
|
Intention
of The Parties
|
|
Section
7.08
|
Successors
And Assigns, Assignment of Purchase Agreement
|
|
Section
7.09
|
Survival
|
|
Section
7.10
|
Owner
Trustee
|
|
SCHEDULES
|
|
|
SCHEDULE
I
|
MORTGAGE
LOANS OWNED BY ORIGINATOR
|
|
SCHEDULE
II
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A
|
|
SCHEDULE
III
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2
|
|
SCHEDULE
IV
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3
|
|
SCHEDULE
V
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4
|
|
SCHEDULE
VI
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5
|
|
SCHEDULE
VII
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6
|
|
SCHEDULE
VIII
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-7
|
|
SCHEDULE
IX
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8
|
|
SCHEDULE
X
|
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST
2005-9
|
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of October 19, 2006 (the “Agreement”), among
Option One Mortgage Corporation (the “Originator”), Option One Owner Trust
2001-1A (“Seller Trust 1A”), Option One Owner Trust 2001-2 (“Seller Trust 2”),
Option One Owner Trust 2002-3 (“Seller Trust 3”), Option One Owner Trust 2003-4
(“Seller Trust 4”), Option One Owner Trust 2003-5 (“Seller Trust 5”), Option One
Owner Trust 2005-6 (“Seller Trust 6”), Option One Owner Trust 2005-7 (“Seller
Trust 7”), Option One Owner Trust 2005-8 (“Seller Trust 8”) and Option One Owner
Trust 2005-9 (“Seller Trust 9”; 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, Seller Trust 8 and Seller Trust 9, a “Seller
Trust”
and
collectively the “Seller
Trusts”)
(the
Originator and each Seller Trust a “Seller” and collectively the “Sellers”) and
Option One Mortgage Acceptance Corporation (the “Purchaser”).
W
I T
N E S S E T H
WHEREAS,
each Seller is the owner of (a) the notes or other evidence of indebtedness
(the
“Mortgage Notes”) so indicated on the applicable Schedule hereto referred to
below and (b) the other documents or instruments constituting the Mortgage
File
(collectively, the “Mortgage Loans”); and
WHEREAS,
the Sellers, as of the date hereof, own the mortgages (the “Mortgages”) on the
properties (the “Mortgaged Properties”) securing such Mortgage Loans, including
rights to (a) any property acquired by foreclosure or deed in lieu of
foreclosure or otherwise and (b) the proceeds of any insurance policies
covering
the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage
Loans; and
WHEREAS,
the parties hereto desire that the Sellers sell the Mortgage Loans to the
Purchaser pursuant to the terms of this Agreement; and
WHEREAS,
each Seller Trust is an indirect subsidiary of the Originator and the Originator
is the administrator of each Seller Trust; and
WHEREAS,
the Originator originated or acquired the Mortgage Loans and subsequently
sold
the Mortgage Loans to the applicable Seller Trust; and
WHEREAS,
pursuant to the terms of a Pooling and Servicing Agreement dated as of
October
1, 2006 (the “Pooling and Servicing Agreement”) among the Purchaser as
depositor, the Originator as servicer and ▇▇▇▇▇ Fargo Bank, N.A. as trustee
(the
“Trustee”), the Purchaser will convey the Mortgage Loans to Option One Mortgage
Loan Trust 2006-3 (the “Trust”); 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.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE
I.
DEFINITIONS
Section
1.01 Definitions.
All
capitalized terms used but not defined herein and below shall have the
meanings
assigned thereto in the Pooling and Servicing Agreement.
“ORIGINATOR
INFORMATION”: The information in the Prospectus Supplement as follows: under
“SUMMARY OF TERMS—Mortgage Loans”, the first sentence under the fourth bullet
point under “RISK FACTORS—Unpredictability of Prepayments and Effect on Yields,”
the first two sentences under “RISK FACTORS— Delinquency Status of the Mortgage
Loans,” the first sentence under “RISK FACTORS—Second Lien Loan Risk”, the first
sentence under “RISK FACTORS—Interest Only Mortgage Loans”, the first sentence
in the third paragraph under “RISK FACTORS—Potential Inadequacy of Credit
Enhancement for the Class A and Mezzanine Certificates, the second sentence
under the third bullet point under “RISK FACTORS—Interest Generated by the
Mortgage Loans May Be Insufficient to Maintain Overcollateralization”, the
second sentence under “RISK FACTORS—High Loan-to-Value Ratios Increase Risk of
Loss”, the third sentence under “RISK FACTORS—Balloon Loan Risk”, the first two
sentences under “RISK FACTORS—Simultaneous Second Lien Risk”, “THE MORTGAGE
POOL”, “THE ORIGINATOR AND SPONSOR”, and the first sentence of the seventh
paragraph under “YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS”.
ARTICLE
II.
SALE
OF
MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section
2.01 Sale
of Mortgage Loans.
The
applicable Seller, concurrently with the execution and delivery of this
Agreement, does hereby sell, and in connection therewith hereby assigns
to the
Purchaser, effective as of the Closing Date, without recourse, (i) all
of its
right, title and interest in and to each Mortgage Loan identified on the
related
Schedule, including the related Cut-off Date Principal Balance, all interest
accruing thereon on and after the Cut-off Date and all collections in respect
of
interest and principal due after the Cut-off Date; (ii) property which
secured
such Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of
foreclosure; (iii) its interest in any insurance policies in respect of
the
Mortgage Loans and (iv) all proceeds of any of the foregoing. In addition
to the
sale of the Mortgage Loans, the Originator will direct the Trustee to enter
into
the Interest Rate Swap Agreement and a Swap Administration Agreement on
behalf
of the Trust.
Section
2.02 Obligations
of the Originator Upon Sale.
In
connection with any transfer pursuant to Section 2.01 hereof, the Originator
further agrees, at its own expense on or prior to the Closing Date, (a)
to cause
its books and records and the books and records of each Seller Trust, to
indicate that the Mortgage Loans have been sold to the Purchaser pursuant
to
this Agreement and (b) to deliver to the Purchaser and the 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-X 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) the
original Mortgage Note, endorsed either (A) in blank, in which case the
Trustee
shall cause the endorsement to be completed or (B) in the following form:
“Pay
to the order of ▇▇▇▇▇ Fargo Bank, N.A., as Trustee, without recourse”, or with
respect to any lost Mortgage Note, an original Lost Note Affidavit stating
that
the original mortgage note was lost, misplaced or destroyed, together with
a
copy of the related mortgage note; provided,
however,
that
such substitutions of Lost Note Affidavits for original Mortgage Notes
may occur
only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
Balance of which is less than or equal to 1.00% of the Pool Balance as
of the
Cut-off Date;
(ii) the
original Mortgage with evidence of recording thereon, and the original
recorded
power of attorney, if the Mortgage was executed pursuant to a power of
attorney,
with evidence of recording thereon;
(iii) an
original Assignment of Mortgage, in form and substance acceptable for recording.
The Mortgage shall be assigned either (A) in blank or (B) to “▇▇▇▇▇ Fargo Bank,
N.A., as Trustee, without recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments;
(v) the
original or a certified copy of lender's title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance
or
substitution agreement, if any.
The
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.
The
parties hereto intend that the transaction set forth herein be a sale by
the
Sellers to the Purchaser of all the applicable Seller’s right, title and
interest in and to the related Mortgage Loans and other property described
above. In the event the transaction set forth herein is deemed not to be
a sale,
each Seller hereby grants to the Purchaser a security interest in all of
such
Seller's right, title and interest in, to and under the related Mortgage
Loans
and other property described above, whether now existing or hereafter created,
to secure all of such Seller's obligations hereunder; and this Agreement
shall
constitute a security agreement under applicable law.
The
Originator shall cause the Assignments which were delivered in blank to
be
completed and shall cause all Assignments referred to in Section 2.02(iii)
hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded.
The Originator shall be required to deliver such Assignments for recording
within 90 days of the Closing Date. Notwithstanding the foregoing, however,
for
administrative convenience and facilitation of servicing and to reduce
closing
costs, the Assignments of Mortgage shall not be required to be submitted
for
recording with respect to any Mortgage Loan in any jurisdiction where the
Rating
Agencies do not require recordation in order to receive the ratings on
the
Certificates at the time of their initial issuance; provided,
however,
each
Assignment shall be submitted for recording by the Originator in the manner
described above, at no expense to the Trust Fund or 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
Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Servicer, (iv) the occurrence of a servicing
transfer as described in Section 7.02 of the Pooling and Servicing Agreement,
(v) if the Originator is not the Servicer and with respect to any one Assignment
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Mortgagor under the related Mortgage and (vi) any Mortgage Loan that is
90 days
or more Delinquent and such recordation would be necessary to facilitate
conversion of the Mortgaged Property as provided herein. Upon (a) receipt
of
written notice from the Trustee that recording of the Assignments is required
pursuant to one or more of the conditions (excluding (v) and (vi) above)
set
forth in the preceding sentence or (b) upon the occurrence of condition
(v) or
(vi) in the preceding sentence, the Originator shall be required to deliver
such
Assignments for recording as provided above, promptly and in any event
within 30
days following receipt of such notice. Notwithstanding the foregoing, if
the
Originator fails to pay the cost of recording the Assignments, such expense
will
be paid by the Trustee and the Trustee shall be reimbursed for such expenses
by
the Trust. The Originator shall furnish the Trustee, or its designated
agent,
with a copy of each Assignment submitted for recording. In the event that
any
such Assignment is lost or returned unrecorded because of a defect therein,
the
Originator shall promptly have a substitute Assignment prepared or have
such
defect cured, as the case may be, and thereafter cause each such Assignment
to
be duly recorded.
The
Originator shall forward to the Purchaser original documents evidencing
an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with the Pooling and Servicing Agreement within
two
weeks of their execution; provided,
however,
that
the Originator shall provide the Purchaser with a certified true copy of
any
such document submitted for recordation within two weeks of its execution,
and
shall provide the original of any document submitted for recordation or
a copy
of such document certified by the appropriate public recording office to
be a
true and complete copy of the original within 365 days of its submission
for
recordation. In the event that the Originator cannot provide a copy of
such
document certified by the public recording office within such 365 day period,
the Originator shall deliver to the Purchaser, within such 365 day period,
an
Officer's Certificate of the Servicer which shall (A) identify the recorded
document, (B) state that the recorded document has not been delivered to
the
Purchaser due solely to a delay caused by the public recording office,
(C) state
the amount of time generally required by the applicable recording office
to
record and return a document submitted for recordation, if known, and (D)
specify the date the applicable recorded document is expected to be delivered
to
the Purchaser, and, upon receipt of a copy of such document certified by
the
public recording office, the Originator shall immediately deliver such
document
to the Purchaser. In the event the appropriate public recording office
will not
certify as to the accuracy of such document, the Originator shall deliver
a copy
of such document certified by an officer of the Originator to be a true
and
complete copy of the original to the Purchaser.
Section
2.03 Payment
of Purchase Price for the Mortgage Loans.
(a) In
consideration of the sale of the Mortgage Loans from each Seller to the
Purchaser on the Closing Date, the Purchaser agrees to pay each Seller
on the
Closing Date by transfer of (i) immediately available funds in the amount
set
forth below and (ii) a percentage interest, as specified below, in the
Class C
Certificates, the Class P Certificates and the Residual Certificates
(collectively, the “Retained Certificates”) which such Certificates shall be
registered in the name of the applicable Seller or a designee.
|
Seller
|
Cash
Consideration
|
Percentage
Interest in
Retained
Certificates
|
|
Originator
|
$
27,827,967.25
|
2.53%
|
|
2001-1A
|
$ 121,911,823.59
|
11.07%
|
|
2001-2
|
$
24,203,207.85
|
2.20%
|
|
2002-3
|
$
78,079,911.61
|
7.09%
|
|
2003-4
|
$ 363,975,674.42
|
33.06%
|
|
2003-5
|
$ 106,399,258.45
|
9.67%
|
|
2005-6
|
$ 116,106,916.87
|
10.55%
|
|
2005-7
|
$
51,164,014.02
|
4.65%
|
|
2005-8
|
$ 111,387,501.87
|
10.12%
|
|
2005-9
|
$
99,801,109.29
|
9.07%
|
(b) The
Originator shall pay, and be billed directly for, all expenses incurred
by the
Purchaser in connection with the issuance of the Certificates, including,
without limitation, printing fees incurred in connection with the prospectus
relating to the Certificates, blue sky registration fees and expenses,
fees and
expenses of Purchaser’s counsel, fees of the Rating Agencies requested to rate
the Certificates, accountant’s fees and expenses and the fees and expenses of
the Trustee and other out-of-pocket costs, if any.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
Section
3.01 Representations
and Warranties Relating to the Mortgage Loans.
(a) The
Originator 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) The
applicable Seller has good title to and is the sole owner and holder of
the
related Mortgage Loans;
(2) Immediately
prior to the transfer and assignment to the Purchaser, the Mortgage Notes
and
the Mortgage Loans were not subject to an assignment or pledge, and the
applicable Seller has full right and authority to sell and assign the related
Mortgage Loans;
(3) The
applicable Seller is transferring the related Mortgage Loan to the Purchaser
free and clear of any and all liens, pledges, charges or security interests
of
any nature encumbering the Mortgage Loans;
(4) The
information set forth on each Schedule is true and correct in all material
respects as of the Cut-off Date or such other date as may be indicated
in such
schedule;
(5) The
Mortgage Loan has been acquired, serviced, collected and otherwise dealt
with by
the Originator and any affiliate of the Originator in compliance with all
applicable federal, state and local laws and regulations and the terms
of the
related Mortgage Note and Mortgage;
(6) The
related Mortgage Note and Mortgage are genuine and each is the legal, valid
and
binding obligation of the maker thereof, enforceable in accordance with
its
terms except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equity principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law);
(7) The
related Mortgage is a valid and enforceable first or second lien on the
related
Mortgaged Property, which Mortgaged Property is free and clear of all
encumbrances and liens (including mechanics liens) having priority over
the
first or second lien of the Mortgage except for: (i) liens for real estate
taxes
and assessments not yet due and payable; (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of
the date of recording of such Mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally or specifically
reflected or considered in the lender's title insurance policy delivered
to the
originator of the Mortgage Loan and referred to in the appraisal made in
connection with the origination of the related Mortgage Loan, (iii) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
such
Mortgage and (iv) the first lien on the Mortgaged Property, in the case
of the
Mortgages that are second liens;
(8) Any
security agreement, chattel mortgage or equivalent document related to
such
Mortgage Loan establishes and creates a valid and enforceable first or
second
lien on the Mortgaged Property;
(9) As
of the
last calendar day of September 2006, none of the Mortgage Loans are Delinquent.
(10) 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) 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) 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) No
Mortgage Loan is subject to any right of rescission, set-off, counterclaim
or
defense, including the defense of usury, nor will the operation of any
of the
terms of any Mortgage Note or Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or Mortgage unenforceable in whole or in
part,
or subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;
(14) To
the
Originator’s knowledge, there is no proceeding pending for the total or partial
condemnation and no eminent domain proceedings pending affecting any Mortgaged
Property;
(15) Each
Mortgage Loan is covered by either (i) a mortgage title insurance policy
or
other generally acceptable form of insurance policy customary in the
jurisdiction where the Mortgaged Property is located together with an adjustable
rate rider if applicable or (ii) if generally acceptable in the jurisdiction
where the Mortgaged Property is located, an attorney's opinion of title
given by
an attorney licensed to practice law in the jurisdiction where the Mortgaged
Property is located. All of the Originator's rights under such policies,
opinions or other instruments shall be transferred and assigned to Purchaser
upon sale and assignment of the Mortgage Loans hereunder. The title insurance
policy has been issued by a title insurer licensed to do business in the
jurisdiction where the Mortgaged Property is located, insuring the original
lender, its successor and assigns, as to the first or second priority lien
of
the Mortgage in the original principal amount of the Mortgage Loan, subject
to
the exceptions contained in such policy. The Originator is the sole insured
of
such mortgagee title insurance policy, and such mortgagee title insurance
policy
is in full force and effect and will be in force and effect upon the
consummation of the transactions contemplated by this Agreement. Neither
the
Originator nor any affiliate of the Originator has made, and the Originator
has
no knowledge of, any claims under such mortgagee title insurance policy.
The
Originator is not aware of any action by a prior holder and neither the
Originator nor any affiliate of the Originator has done, by act or omission,
anything which could impair the coverage or enforceability of such mortgagee
title insurance policy or the accuracy of such attorney's opinion of
title;
(16) There
is
no material default, breach, violation or event of acceleration existing
under
the related Mortgage or the related Mortgage Note and no event which, with
the
passage of time or with notice and the expiration of any grace or cure
period,
would constitute a material default, breach, violation or event of acceleration,
other than a payment delinquency that is for a payment due after the date
specified in (i) above. 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) With
respect to any Mortgage Loan which provides for an adjustable interest
rate, all
rate adjustments have been performed in accordance with the terms of the
related
Mortgage Note or subsequent modifications, if any;
(18) To
the
Originator’s knowledge, there are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments or other outstanding
charges, affecting the related Mortgaged Property;
(19) As
of the
Cut-off Date, no foreclosure proceedings are pending against the Mortgaged
Property and the Mortgage Loan is not subject to any pending bankruptcy
or
insolvency proceeding, and to the Originator’s best knowledge, no material
litigation or lawsuit relating to the Mortgage Loan is pending;
(20) The
Mortgaged Property for each Mortgage Loan is insured under a hazard insurance
policy (“Hazard Insurance”) in an amount at least equal to the lesser of (i) the
maximum insurable value of such improvements or (ii) the principal balance
of
the Mortgage Loan with a standard mortgagee clause, in either case in an
amount
sufficient to avoid the application of any “co-insurance provisions,” and, if it
was in place at origination of the Mortgage Loan, flood insurance, at the
mortgagor's cost and expense. If the Mortgaged Property is in an area identified
in the Federal Register by the Federal Emergency Management Agency (“FEMA”) as
having special flood hazards, a flood insurance policy is in effect which
met
the requirements of FEMA at the time such policy was issued. The Mortgage
obligates the Mortgagor to maintain the Hazard Insurance, and, if applicable,
flood insurance policy at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
obtain
and maintain such insurance at the Mortgagor's cost and expense, and to
seek
reimbursement therefor from the Mortgagor;
(21) The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage and the security interest of any applicable
security agreement or chattel mortgage;
(22) The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the Mortgagee thereunder. The Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the benefits
of
the security provided thereby, including (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale and (ii) otherwise by
judicial
foreclosure. Since the date of origination of the Mortgage Loan, the Mortgaged
Property has not been subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption available to
the
Mortgagor that would interfere with the right to sell the Mortgaged Property
at
a trustee's sale or the right to foreclose the Mortgage. In the event the
Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable
law to serve as such, as been properly designated and currently so serves
and is
named in the Mortgage, and no fees or expenses are or will become payable
by
Purchaser to the trustee under the deed of trust, except in connection
with a
trustee's sale after default by the related Mortgagor. The Mortgagor has
not
notified the Originator or any affiliate of the Originator and the Originator
has no knowledge of any relief requested or allowed to the Mortgagor under
the
Servicemembers Civil Relief Act;
(23) Except
as
set forth in the appraisal which forms part of the related Mortgage File,
the
Mortgaged Property, normal wear and tear excepted, is undamaged by waste,
fire,
earthquake or earth movement, windstorm, flood, tornado or other casualty
so as
to affect materially and adversely the value of the Mortgaged Property
as
security for the Mortgage Loan or the use for which the premises were
intended;
(24) To
the
Originator’s knowledge, there was no fraud involved in the origination of the
Mortgage Loan by the mortgagee or by the Mortgagor, any appraiser or any
other
party involved in the origination of the Mortgage Loan;
(25) Each
Mortgage File contains an appraisal of the Mortgaged Property indicating
the
appraised value at the time of origination for such Mortgaged Property.
Each
appraisal has been performed in accordance with the provisions of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989;
(26) To
the
best of the Originator’s knowledge, all parties which have had any interest in
the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise,
are
(or, during the period in which they held and disposed of such interest,
were)
in compliance with any and all applicable “doing business” and licensing
requirements of the laws of the state wherein the Mortgaged Property is
located;
(27) No
improvements on the related Mortgaged Property (upon which value was given)
encroach on adjoining properties (and in the case of a condominium unit,
such
improvements are within the project with respect to that unit), and no
improvements on adjoining properties encroach upon the Mortgaged Property
unless
there exists in the Mortgage File a title Policy with endorsements which
insure
against losses sustained by the insured as a result of such
encroachments;
(28) Each
Mortgage Loan was originated or acquired by a savings and loan association,
a
savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved by the Secretary of HUD. Each Mortgage Loan was originated
substantially in accordance with the Originator's underwriting criteria,
which
are at least as stringent as the underwriting criteria set forth in the
Prospectus Supplement. Each Mortgage Loan is currently being serviced by
the
Originator and has been serviced by the Originator since the date of origination
of such Mortgage Loan;
(29) (i)
Principal payments on the Mortgage Loan commenced no more than two months
after
the proceeds of the Mortgage Loan were disbursed and (ii) each Mortgage
Note is
payable on the first day of each month;
(30) The
Mortgage Loan bears interest at the Mortgage Rate and the Mortgage Note
does not
permit negative amortization. No Mortgage Loan bearing interest at an adjustable
rate permits the Mortgagor to convert the Mortgage Loan to a fixed rate
Mortgage
Loan;
(31) With
respect to escrow deposits, if any, all such payments are in the possession
of,
or under the control of, the Servicer and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or escrow advances or other charges or
payments due the Servicer have been capitalized under any Mortgage or the
related Mortgage Note;
(32) No
Mortgage Loan contains provisions pursuant to which scheduled payments
are: (i)
paid or partially paid with funds deposited in any separate account established
by the Originator, the related Seller Trust, the Mortgagor, or anyone on
behalf
of the Mortgagor; or (ii) paid by any source other than the Mortgagor or
contains any other similar provisions which may constitute a “buydown”
provision. The Mortgage Loan is not a graduated payment mortgage loan and
the
Mortgage Loan does not have a shared appreciation or other contingent interest
feature;
(33) As
of the
origination date of each Mortgage Loan, the related Mortgaged Property
is
lawfully permitted to be occupied under applicable law;
(34) Except
as
disclosed in the Prospectus Supplement, there are no proceedings or
investigations pending, with respect to servicing, collection or notification
practices and with respect to origination practices, violating any law
in
connection with any Mortgage Loan transferred to the Purchaser pursuant
to this
Agreement, including, without limitation, usury, truth in lending, real
estate
settlement procedures, consumer credit protection, equal credit opportunity
or
disclosure laws. The Mortgage Loan has been serviced in accordance with
the
terms of the Mortgage Note.
(35) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
(36) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder, and any and all requirements as to completion of any
on-site
or off-site improvement and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making
or
closing the Mortgage Loan and the recording of the Mortgage have been paid,
and
the Mortgagor is not entitled to any refund of any amounts paid or due
to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(37) There
are
no mechanics' or similar liens or claims that have been filed for work,
labor or
material (and no rights are outstanding that under law could give rise
to such
lien) affecting the related Mortgaged Property that are or may be liens
prior
to, or equal or coordinate with, the lien of the related Mortgage;
(38) As
to
each Mortgage Loan, interest is calculated on the Mortgage Note on the
basis of
twelve 30-day months and a 360 day year;
(39) The
Mortgaged Property consists of one of the following: detached or semi-detached
one- to four-family dwelling units, townhouses, individual condominium
units and
individual units in planned unit developments, or manufactured homes treated
as
real property under local law;
(40) The
Mortgage Loans were not intentionally selected by the related Seller in
a manner
intended to adversely affect the Purchaser or the Trust;
(41) [reserved];
(42) The
Mortgage Loans have original terms to maturity ranging from 10 to 30
years;
(43) As
of the
Cut-off Date; each Mortgage Loan, including any Mortgage Loan seasoned
more than
12 months as of the Cut-off Date, had an loan-to-value-ratio that was less
than
or equal to 100%;
(44) With
respect to each Mortgage Loan, the Mortgage Note related thereto bears
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;
(45) No
Mortgage Loan underlying the security is covered by the Home Ownership
and
Equity Protection Act of 1994 (“HOEPA”) and no mortgage loan is in violation of
any comparable state law;
(46) Each
Mortgage Loan conforms, and all Mortgage Loans in the aggregate conform,
in all
material respects, to the description thereof set forth in the Prospectus
Supplement;
(47) 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) Each
Mortgage Note is comprised of one original promissory note and each such
promissory note constitutes an “instrument” for purposes of section 9-102(a)(65)
of the UCC;
(49) No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act;
(50) Each
Mortgage Loan was originated in compliance with all applicable local, state
and
federal laws, including, but not limited to, all applicable anti-predatory
and
anti-abusive lending laws;
(51) None
of
the Mortgage Loans are High Cost as defined by the applicable predatory
and
abusive lending laws;
(52) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
which is now Version 5.6(c), Appendix E);
(53) Each
Mortgage Loan is a “qualified mortgage” under Section 860G(a)(3);
and
(54) No
mortgage loan in the trust is a “high cost home,” “covered” (excluding home
loans defined as “covered home loans” in the New Jersey Home Ownership Security
Act of 2002 that were originated between November 26, 2003 and July 7,
2004),
“high risk home” or “predatory” loan under any other applicable state, federal
or local law (or a similarly classified loan using different terminology
under a
law imposing heightened regulatory scrutiny or additional legal liability
for
residential mortgage loans having high interest rates, points and/or
fees).
(55) The
Mortgaged Property is either a fee simple estate or a long-term residential
lease. If the Mortgage Loan is secured by a long-term residential lease,
unless
otherwise specifically disclosed in the Mortgage Loan Schedule, (A) the
terms of
such lease expressly permit the mortgaging of the leasehold estate, the
assignment of the lease without the lessor’s consent (or the lessor’s consent
has been obtained and such consent is the Mortgage File) and the acquisition
by
the holder of the Mortgage of the rights of the lessee upon foreclosure
or
assignment in lieu of foreclosure or provide the holder of the Mortgage
with
substantially similar protection; (B) the terms of such lease do not (x)
allow
the termination thereof upon the lessee’s default without the holder of the
Mortgage being entitled to receive written notice of, and opportunity to
cure,
such default or (y) prohibit the holder of the Mortgage from being insured
under
the hazard insurance policy relating to the Mortgaged Property; (C) the
original
term of such lease is not less than 15 years; (D) the term of such lease
does
not terminate earlier than ten years after the maturity date of the Mortgage
Note; and (E) the Mortgaged Property is located in a jurisdiction in which
the
use of leasehold estates for residential properties is an accepted
practice;
(56) [reserved].
(b) 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) Each
Group I Mortgage Loan had a Principal Balance at origination which conformed
with ▇▇▇▇▇▇ ▇▇▇/▇▇▇▇▇▇▇ Mac guidelines;
(2) No
borrower was encouraged or required to select a Group I Mortgage Loan product
offered by the Originator which is a higher cost product designed for less
creditworthy borrowers, unless at the time of the Group I Mortgage Loan's
origination, such borrower did not qualify taking into account credit history
and debt to income ratios for a lower cost credit product then offered
by the
Originator or any affiliate of the Originator. If, at the time of loan
application, the borrower may have qualified for a lower cost credit product
then offered by any mortgage lending affiliate of the Originator, the Originator
referred the borrower's application to such affiliate for underwriting
consideration;
(3) The
methodology used in underwriting the extension of credit for each Group
I
Mortgage Loan employs objective mathematical principles which relate the
borrower's income, assets and liabilities to the proposed payment, in accordance
with the Originator's Underwriting Guidelines, and does not rely on the
extent
of the borrower's equity in the collateral as the principal determining
factor
in approving such credit extension. Such underwriting methodology confirmed
that
at the time of origination the borrower had a reasonable ability to make
timely
payments on the Group I Mortgage Loan;
(4) With
respect to any Group I Mortgage Loan that contains a provision permitting
imposition of a premium upon a prepayment prior to maturity: (i) prior
to the
Group I Mortgage Loan’s origination, the borrower agreed to such premium in
exchange for a monetary benefit, including but not limited to a rate or
fee
reduction, (ii) prior to the Group I Mortgage Loan’s origination, the borrower
was offered the option of obtaining a Group I Mortgage Loan that did not
require
payment of such a premium, (iii) the prepayment premium is adequately disclosed
to the borrower in the loan documents pursuant to applicable state and
federal
law, (iv) for loans originated on or after October 1, 2002, the duration
of the
prepayment period shall not exceed three (3) years from the date of the
note,
unless the loan was modified to reduce the prepayment period to no more
than
three years from the date of the note and the borrower was notified in
writing
of such reduction in prepayment period and (v) notwithstanding any state
or
federal law to the contrary, the Master Servicer shall not impose such
prepayment premium in any instance when the mortgage debt is accelerated
or paid
off in connection with the workout of a delinquent mortgage or as the result
of
the borrower’s default in making the loan payments;
(5) No
borrower was required to purchase any credit life, disability, accident
or
health insurance product as a condition of obtaining the extension of credit.
No
borrower obtained a prepaid single premium credit life, disability, accident
or
health insurance policy in connection with the origination of the Group
I
Mortgage Loan. No proceeds from any Group I Mortgage Loan were used to
purchase
single premium credit insurance policies as part of the origination of,
or as a
condition to closing, such Group I Mortgage Loan;
(6) All
points, fees and charges (including finance charges), and whether or not
financed, assessed, collected or to be collected in connection with the
origination and servicing of each Group I Mortgage Loan have been disclosed
in
writing to the borrower in accordance with applicable state and federal
law and
regulation. No borrower was charged “points and fees” (whether or not financed)
in an amount greater than (i) $1,000 or (ii) 5% of the principal amount
of such
loan, whichever is greater. For purposes of this representation, “points and
fees” (x) include origination, underwriting, broker and finder’s fees and
charges that the lender imposed as a condition of making the Group I Mortgage
Loan, whether they are paid to the lender or a third party; and (y) exclude
bona
fide discount points, fees paid for actual services rendered in connection
with
the origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations
and
extracts, flood and tax certifications, and home inspections); the cost
of
mortgage insurance or credit-risk price adjustments; the costs of title,
hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and othe
miscellaneous fees and charges that, in total, do not exceed 0.25% of the
loan
amount.
(7) No
Group
I Mortgage Loan originated on or after October 1, 2002 through March 6,
2003 is
secured by a Mortgaged Property located in the State of Georgia;
(8) No
Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” as
defined under the Georgia Fair Lending Act;
(9) Each
Group I Mortgage Loan is in compliance with the anti-predatory lending
eligibility for purchase requirements of the ▇▇▇▇▇▇ ▇▇▇ 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) The
Master Servicer will transmit full-file credit reporting data for each
Group I
Mortgage Loan pursuant to ▇▇▇▇▇▇ 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) No
Mortgage Loan is a “High Cost Home Loan” as defined in New York Banking Law
6-1;
(12) No
Group
I Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
(13) No
Group
I Mortgage Loan is a “High Cost Home Loan” as defined in Kentucky high-cost loan
statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
(14) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
Ownership Act effective November 27, 2003 (N.J.S.A. 46; 10B-22 et
seq.);
(15) No
Group
I Mortgage Loan is a High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. ▇▇▇. § 58-21A-1 et
seq.);
(16) No
Group
I Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
(17) No
Group
I Mortgage Loan is a balloon mortgage loan that has an original stated
maturity
of less than seven (7) years;
(18) All
fees
and charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each Group I Mortgage Loan has been disclosed in writing to the borrower
in
accordance with applicable state and federal law and regulation;
(19) No
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)
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;
(21) 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;
(22) With
respect to any mortgage loans, the Originator offered the borrower mortgage
loan
products offered by such Originator, or any affiliate of such Originator,
for
which the borrower qualified;
(23) With
respect to any mortgage loans that are on manufactured housing, such housing
will be the principal residence of the borrower upon origination of the
mortgage
loan;
(24) With
respect to any subordinate lien mortgage loan, such lien is on a one- to
four-family residence that is the principal residence of the borrower at
the
time of the origination of the subordinate lien;
(25) There
are
no seasoned Group I Mortgage Loans;
(26) [Reserved];
(27) With
respect to any subordinate lien mortgage loan, such lien has an original
loan
amount that does not exceed one-half of the one-unit limitation for first
mortgage loans, or $208,500 (in Alaska, Guam, Hawaii or Virgin Islands:
$312,750), without regard to the number of units;
(28) The
aggregate original principal balance of the first and subordinate lien
mortgage
loans relating to the same mortgaged property does not exceed ▇▇▇▇▇▇▇ Mac’s
applicable loan limits for first lien mortgage loans for that property
type;
and
(29) No
refinance or purchase money Group I Mortgage Loan has an APR or total points
and
fees that exceed the thresholds set by the Home Ownership and Equity Protection
Act of 1994 (“HOEPA”) and its implementing regulations, including 12 CFR
226.32(a)(1)(i) and (ii) and no mortgage loan is in violation of any comparable
state law.
Section
3.02 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) The
Originator is duly organized, validly existing and in good standing as
a
corporation under the laws of the State of California and is and will remain
in
compliance with the laws of each state in which any Mortgaged Property
is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(ii) The
Originator has the full power and authority to execute, deliver and perform,
and
to enter into and consummate, all transactions contemplated by this Agreement.
The Originator has duly authorized the execution, delivery and performance
of
this Agreement, has duly executed and delivered this Agreement and this
Agreement, assuming due authorization, execution and delivery by the Purchaser
and the related Seller, constitutes a legal, valid and binding obligation
of the
Originator, enforceable against it in accordance with its terms except
as the
enforceability thereof may be limited by bankruptcy, insolvency or
reorganization. At the time of the sale of each Mortgage Loan by the Originator,
the Originator had the full power and authority to hold each Mortgage Loan
and
to sell each Mortgage Loan;
(iii) The
execution and delivery of this Agreement by the Originator and the performance
of and compliance with the terms of this Agreement will not violate the
Originator's articles of incorporation or by-laws or constitute a default
under
or result in a breach or acceleration of, any material contract, agreement
or
other instrument to which the Originator is a party or which may be applicable
to the Originator or its assets;
(iv) The
Originator is not in violation of, and the execution and delivery of this
Agreement by the Originator and its performance and compliance with the
terms of
this Agreement will not constitute a violation with respect to, any order
or
decree of any court or any order or regulation of any federal, state, municipal
or governmental agency having jurisdiction over the Originator or its assets,
which violation might have consequences that would materially and adversely
affect the condition (financial or otherwise) or the operation of the Originator
or its assets or might have consequences that would materially and adversely
affect the performance of its obligations and duties hereunder;
(v) The
Originator is a HUD approved mortgagee pursuant to Section 203 and Section
211
of the National Housing Act. No event has occurred, including but not limited
to
a change in insurance coverage, which would make the Originator unable
to comply
with HUD eligibility requirements or which would require notification to
HUD;
(vi) The
Originator does not believe, nor does it have any reason or cause to believe,
that it cannot perform each and every covenant contained in this
Agreement;
(vii) There
are
no actions or proceedings against, or investigations known to it of, the
Originator before any court, administrative or other tribunal (A) that
might
prohibit its entering into this Agreement, (B) seeking to prevent the sale
of
the Mortgage Loans or the consummation of the transactions contemplated
by this
Agreement or (C) that might prohibit or materially and adversely affect
the
performance by the Originator of its obligations under, or validity of
enforceability of, this Agreement;
(viii) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Originator
of, or compliance by the Originator with, this Agreement or the consummation
of
the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been
obtained;
(ix) The
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Originator. The sale of the Mortgage
Loans
was in the ordinary course of business of the Originator and the assignment
and
conveyance of the Mortgage Notes and the Mortgages by the Originator are
not
subject to the bulk transfer or any similar statutory provisions;
(x) The
information delivered by the Originator to the Purchaser with respect to
the
Originator's loan loss, foreclosure and delinquency experience on mortgage
loans
underwritten to similar standards as the Mortgage Loans and covering mortgaged
properties similar to the Mortgaged Properties, is true and correct in
all
material respects as of the date of such report;
(xi) Except
with respect to any statement regarding the intentions of the Purchaser,
or any
other statement contained herein the truth or falsity of which is dependant
solely upon the actions of the Purchaser, this Agreement does not contain
any
untrue statement of material fact or omit to state a material fact necessary
to
make the statements contained herein not misleading. The written statements,
reports and other documents prepared and furnished or to be prepared and
furnished by the Originator pursuant to this Agreement or in connection
with the
transactions contemplated hereby taken in the aggregate do not contain
any
untrue statement of material fact or omit to state a material fact necessary
to
make the statements contained therein not misleading; and
(xii) The
Originator has not transferred the Mortgage Loans with any intent to hinder,
delay or defraud any of its creditors.
Section
3.03 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) The
Seller Trust is duly organized, validly existing and in good standing as
a
business trust under the laws of the State of Delaware and is and will
remain in
compliance with the laws of each state in which any Mortgaged Property
is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(b) The
Seller Trust has the full power and authority to hold each Mortgage Loan,
to
sell each Mortgage Loan, to execute, deliver and perform, and to enter
into and
consummate, all transactions contemplated by this Agreement. The Seller
Trust
has duly authorized the execution, delivery and performance of this Agreement,
has duly executed and delivered this Agreement and this Agreement, assuming
due
authorization, execution and delivery by the Purchaser and the Originator,
constitutes a legal, valid and binding obligation of the Seller Trust,
enforceable against it in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency or reorganization;
(c) The
execution and delivery of this Agreement by the Seller Trust and the performance
of and compliance with the terms of this Agreement will not violate the
Seller
Trust's certificate of trust or constitute a default under or result in
a breach
or acceleration of, any material contract, agreement or other instrument
to
which the Seller Trust is a party or which may be applicable to the Seller
Trust
or its assets;
(d) The
Seller Trust is not in violation of, and the execution and delivery of
this
Agreement by the Seller Trust and its performance and compliance with the
terms
of this Agreement will not constitute a violation with respect to, any
order or
decree of any court or any order or regulation of any federal, state, municipal
or governmental agency having jurisdiction over such Seller Trust or its
assets,
which violation might have consequences that would materially and adversely
affect the condition (financial or otherwise) or the operation of the Seller
Trust or its assets or might have consequences that would materially and
adversely affect the performance of its obligations and duties hereunder;
and
(e) Immediately
prior to the payment of the mortgage loan purchase price for each Mortgage
Loan,
the Seller Trust was the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note and upon the payment of the mortgage
loan
purchase price by the Purchaser, in the event that the Seller Trust retains
record title, the Seller Trust shall retain such record title to each Mortgage,
each related Mortgage Note and the related Mortgage Files with respect
thereto
in trust for the Purchaser as the owner thereof;
(f) The
Seller Trust has not transferred the Mortgage Loans to the Purchaser with
any
intent to hinder, delay or defraud any of its creditors;
(g) There
are
no actions or proceedings against, or investigations known to it of, the
Seller
Trust before any court, administrative or other tribunal (A) that might
prohibit
its entering into this Agreement, (B) seeking to prevent the sale of the
Mortgage Loans or the consummation of the transactions contemplated by
this
Agreement or (C) that might prohibit or materially and adversely affect
the
performance by the Seller Trust of its obligations under, or validity or
enforceability of, this Agreement;
(h) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Seller
Trust
of, or compliance by the Seller Trust with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been
obtained;
(i) The
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Seller Trust, and the transfer assignment
and
conveyance of the related Mortgage Notes and the Mortgages by the Seller
Trust
pursuant to this Agreement are not subject to the bulk transfer or any
similar
statutory provisions; and
(j) Except
with respect to liens released immediately prior to the transfer herein
contemplated, the applicable Mortgage Note and related Mortgage have not
been
assigned or pledged and immediately prior to the transfer and assignment
herein
contemplated, the Seller Trust held good, marketable and indefeasible title
to,
and was the sole owner and holder of, the related Mortgage Loan subject
to no
liens, charges, mortgages, claims, participation interests, equities, pledges
or
security interests of any nature, encumbrances or rights of others
(collectively, a “Lien”); the Seller Trust has full right and authority under
all governmental and regulatory bodies having jurisdiction over the Seller
Trust, subject to no interest or participation of, or agreement with, any
party,
to sell and assign the same pursuant to this Agreement; and immediately
upon the
transfers and assignments herein contemplated, the Seller Trust shall have
transferred all of its right, title and interest in and to the related
Mortgage
Loans and the Trustee will hold good, marketable and indefeasible title
to, and
be the sole owner of, the related Mortgage Loans subject to no
Liens.
Section
3.04 Remedies
For Breach of Representations And Warranties.
It is
understood and agreed that the representations and warranties set forth
in
Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to
the
Purchaser and shall inure to the benefit of the Purchaser, notwithstanding
any
restrictive or qualified endorsement on any Mortgage Note or Assignment
or the
examination or lack of examination of any Mortgage File. With respect to
the
representations and warranties contained herein that are made to the knowledge
or the best knowledge of the Originator or as to which the Originator has
no
knowledge, if it is discovered that the substance of any such representation
and
warranty is inaccurate and the inaccuracy materially and adversely affects
the
value of the related Mortgage Loan, or the interest therein of the Purchaser
or
the Purchaser's assignee, designee or transferee, then notwithstanding
the
Originator's lack of knowledge with respect to the substance of such
representation and warranty being inaccurate at the time the representation
and
warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation and warranty and the Originator shall take such action described
in the following paragraphs of this Section 3.04 in respect of such Mortgage
Loan. Upon discovery by either the Originator, the Servicer or the Purchaser
of
a breach of any of the foregoing representations and warranties that materially
and adversely affects the value of the Mortgage Loans or the interest of
the
Purchaser (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), (50), (53), (54) Section 3.01(b)(1), (2), (3), (4),
(5),
(6), (7), (8), (10), (17), (18), (20), (21), (22), (23), (24), (25), (27),
(28)
and (29) 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 3.03
and such
breach cannot be cured within 120 days of the earlier of either discovery
by or
notice to the Originator of such breach, all of the Mortgage Loans shall,
at the
Purchaser’s option, be repurchased by the 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 3.04 shall occur on a date designated
by
the Purchaser and shall be accomplished by deposit in accordance with Section
2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution
required by this Section shall be made in a manner consistent with Section
2.03
of the Pooling and Servicing Agreement.
At
the
time of substitution or repurchase of any deficient Mortgage Loan, the
Purchaser
and the Originator shall arrange for the reassignment of the repurchased
or
substituted Mortgage Loan to the Originator and the delivery to the Originator
of any documents held by the 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 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.
ARTICLE
IV.
ORIGINATOR'S
COVENANTS
Section
4.01 Covenants
of The Originator.
The
Originator hereby covenants that except for the transfer hereunder, neither
the
Originator nor any Seller 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.
ARTICLE
V.
INDEMNIFICATION
WITH RESPECT TO THE MORTGAGE LOANS
Section
5.01 Indemnification.
(a) 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) 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 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) Promptly
after receipt by any indemnified party under this Article V of notice of
any
claim or the commencement of any action, such indemnified party shall,
if a
claim in respect thereof is to be made against any indemnifying party under
this
Article V, notify the indemnifying party in writing of the claim or the
commencement of that action; provided,
however,
that
the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under this Article V except to the extent it
has
been materially prejudiced by such failure and, provided further, that
the
failure to notify any indemnifying party shall not relieve it from any
liability
which it may have to any indemnified party otherwise than under this Article
V.
If
any
such claim or action shall be brought against an indemnified party, and
it shall
notify the indemnifying party thereof, the indemnifying party shall be
entitled
to participate therein and, to the extent that it wishes, jointly with
any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice
from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable
to
the indemnified party under this Article V for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
Any
indemnified party shall have the right to employ separate counsel in any
such
action and to participate in the defense thereof, but the fees and expenses
of
such counsel shall be at the expense of such indemnified party unless:
(i) the
employment thereof has been specifically authorized by the indemnifying
party in
writing; (ii) such indemnified party shall have been advised in writing
by such
counsel that there may be one or more legal defenses available to it which
are
different from or additional to those available to the indemnifying party
and in
the reasonable judgment of such counsel it is advisable for such indemnified
party to employ separate counsel; or (iii) the indemnifying party has failed
to
assume the defense of such action and employ counsel reasonably satisfactory
to
the indemnified party, in which case, if such indemnified party notifies
the
indemnifying party in writing that it elects to employ separate counsel
at the
expense of the indemnifying party, the indemnifying party shall not have
the
right to assume the defense of such action on behalf of such indemnified
party,
it being understood, however, the indemnifying party shall not, in connection
with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations
or
circumstances, be liable for the reasonable fees and expenses of more than
one
separate firm of attorneys (in addition to local counsel) at any time for
all
such indemnified parties, which firm shall be designated in writing by
the
Purchaser, if the indemnified parties under this Article V consist of the
Purchaser, by the Originator, if the indemnified parties in this Article
V
consist of the Originator or by the related Seller Trust, if the indemnified
parties in this Article V consist of such Seller Trust.
Each
indemnified party, as a condition of the indemnity agreements contained
in
Section 5.01 (a) and (b) hereof, shall use its best efforts to cooperate
with
the indemnifying party in the defense of any such action or claim. No
indemnifying party shall be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a final
judgment for the plaintiff in any such action, the indemnifying party agrees
to
indemnify and hold harmless any indemnified party from and against any
loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested
an
indemnifying party to consent to a settlement of any action, the indemnifying
party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if such settlement is entered into
more
than 30 days after receipt by such indemnifying party of the aforesaid
request
and the indemnifying party has not previously provided the indemnified
party
with written notice of its objection to such settlement. No indemnifying
party
shall effect any settlement of any pending or threatened proceeding in
respect
of which an indemnified party is or could have been a party and indemnity
is or
could have been sought hereunder, without the written consent of such
indemnified party, unless settlement includes an unconditional release
of such
indemnified party from all liability and claims that are the subject matter
of
such proceeding.
(d) In
order
to provide for just and equitable contribution in circumstances in which
the
indemnity agreement provided for in this Article is for any reason held
to be
unenforceable although applicable in accordance with its terms, each Seller
Trust and the Originator, on the one hand, and the Purchaser, on the other,
shall contribute to the aggregate losses, liabilities, claims, damages
and
expenses of the nature contemplated by said indemnity agreement incurred
by the
related Seller Trust, the Originator and the Purchaser in such proportions
as
shall be appropriate to reflect the relative benefits received by each
Seller
Trust 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) 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 (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.
ARTICLE
VI.
TERMINATION
Section
6.01 Termination.
The
respective obligations and responsibilities of the Originator, each Seller
and
the Purchaser created hereby shall terminate, except for the Originator's
indemnity obligations as provided herein upon the termination of the Trust
as
provided in Article X of the Pooling and Servicing Agreement.
ARTICLE
VII.
MISCELLANEOUS
PROVISIONS
Section
7.01 Amendment.
This
Agreement may be amended from time to time, with the consent of the 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
7.02 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section
7.03 Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, addressed as follows:
if
to the
Originator:
Option
One Mortgage Corporation
3
Ada
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
C. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
C. ▇▇▇▇▇▇ ▇▇▇▇▇▇
or
such
other address as may hereafter be furnished to any Seller and the Originator
in
writing by the Purchaser.
if
to the
Seller Trusts:
Option
One Owner Trust 2001-1A
Option
One Owner Trust 2001-2
Option
One Owner Trust 2002-3
Option
One Owner Trust 2003-4
Option
One Owner Trust 2003-5
Option
One Owner Trust 2005-6
Option
One Owner Trust 2005-7
Option
One Owner Trust 2005-8
Option
One Owner Trust 2005-9
c/o
Wilmington Trust Company
One
▇▇▇▇▇▇ Square North
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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
7.04 Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions of terms of this Agreement
shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall
in no way
affect the validity of enforceability of the other provisions of this
Agreement.
Section
7.05 Counterparts.
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed,
shall
be deemed to be an original and such counterparts, together, shall constitute
one and the same agreement.
Section
7.06 Further
Agreements.
The
Purchaser, each Seller and the Originator each agree to execute and deliver
to
the other such additional documents, instruments or agreements as may be
necessary or reasonable and appropriate to effectuate the purposes of this
Agreement or in connection with the issuance of any series of Certificates
representing interests in the Mortgage Loans.
Without
limiting the generality of the foregoing, as a further inducement for the
Purchaser to purchase the Mortgage Loans from the Sellers, the Originator
will
cooperate with the Purchaser in connection with the sale of any of the
securities representing interests in the Mortgage Loans. In that connection,
the
Originator will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and
counsel
or otherwise, as the Purchaser shall reasonably request and will provide
to the
Purchaser such additional representations and warranties, covenants, opinions
of
counsel, letters from auditors, and certificates of public officials or
officers
of the Originator as are reasonably required in connection with such
transactions and the offering of investment grade securities rated by the
Rating
Agencies.
Section
7.07 Intention
of The Parties.
It is
the intention of the parties that the Purchaser is purchasing, and each
Seller
is selling, the Mortgage Loans rather than pledging the Mortgage Loans
to secure
a loan by the Purchaser to each Seller. Accordingly, the parties hereto
each
intend to treat the transaction for federal income tax purposes and all
other
purposes as a sale by the related Seller, and a purchase by the Purchaser,
of
the Mortgage Loans. The Purchaser will have the right to review the Mortgage
Loans and the related Mortgage Files to determine the characteristics of
the
Mortgage Loans which will affect the federal income tax consequences of
owning
the Mortgage Loans and the related Seller will cooperate with all reasonable
requests made by the Purchaser in the course of such review.
Section
7.08 Successors
And Assigns, Assignment of Purchase Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by
each
Seller, the Originator, the Purchaser, the Trustee 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
7.09 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
7.10 Owner
Trustee.
It is
expressly understood and agreed by the parties to this Agreement that (a)
this
Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee of the Seller Trusts,
in
the exercise of the powers and authority conferred and vested in it as
trustee,
(b) each of the representations, undertakings and agreements herein made
on the
part of the related Seller Trust is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company
but is
made and intended for the purpose of binding only the related Seller Trust,
(c)
nothing herein contained shall be construed as creating any liability on
Wilmington Trust Company, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any,
being
expressly waived by the parties to this Agreement and by any person claiming
by,
through or under the parties to this Agreement and (d) under no circumstances
shall Wilmington Trust Company be personally liable for the payment of
any
indebtedness or expenses of any Seller Trust or be liable for the breach
or
failure of any obligation, representation, warranty or covenant made or
undertaken by any Seller Trust under this Agreement or any other
document.
IN
WITNESS WHEREOF, each Seller, the Originator and the Purchaser have caused
their
names to be signed to this Mortgage Loan Purchase Agreement by their respective
officers thereunto duly authorized as of the day and year first above
written.
|
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
as
Purchaser
|
||||||||||||||
|
By:
|
||||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
|
OPTION
ONE MORTGAGE CORPORATION,
as
Originator
|
||||||||||||||
|
By:
|
||||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
|
OPTION
ONE OWNER TRUST 2001-1A,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2001-2,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2002-3,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2003-4,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2003-5,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2005-6,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2005-7,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2005-8,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
|
OPTION
ONE OWNER TRUST 2005-9,
as
a Seller
|
||||||||||||||
|
By:
|
Wilmington
Trust Company, not in its
individual
capacity but solely as Owner
Trustee.
|
|||||||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
SCHEDULE
I
MORTGAGE
LOANS OWNED BY THE ORIGINATOR
AVAILABLE
UPON REQUEST
SCHEDULE
II
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-1A
AVAILABLE
UPON REQUEST
SCHEDULE
III
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2001-2
AVAILABLE
UPON REQUEST
SCHEDULE
IV
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2002-3
AVAILABLE
UPON REQUEST
SCHEDULE
V
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-4
AVAILABLE
UPON REQUEST
SCHEDULE
VI
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2003-5
AVAILABLE
UPON REQUEST
SCHEDULE
VII
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-6
AVAILABLE
UPON REQUEST
SCHEDULE
VIII
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-7
AVAILABLE
UPON REQUEST
SCHEDULE
IX
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-8
AVAILABLE
UPON REQUEST
SCHEDULE
X
MORTGAGE
LOANS OWNED BY OPTION ONE OWNER TRUST 2005-9
AVAILABLE
UPON REQUEST
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
--------------------------------------------------------------------------
Loan Number Reserved City
--------------------------------------------------------------------------
031042568 WELLINGTON
031042944 LAKE WORTH
031043206 BAKERSFIELD
031043696 LUCERNE VALLEY
031043725 EL MONTE
031044120 PICO ▇▇▇▇▇▇
031044130 COMPTON
031044133 SANTA ▇▇▇▇▇
031044160 EVANSVILLE
031044185 VISALIA
031044187 ▇▇▇▇▇▇▇▇
031044254 VAN NUYS
031044368 KISSIMMEE
031044416 PENSACOLA
031044437 LOS ANGELES
031044487 CAPE CORAL
031044488 FRESNO
031044513 LANCASTER
031044520 LOS ANGELES
031044522 ▇▇▇▇ CITY
031044541 BIG BEAR CITY AREA
031044632 LOS ANGELES
031044645 OXNARD
031044675 LOS ANGELES
031044721 SAN ▇▇▇▇
031044736 ALTADENA
031044737 PARAMOUNT
031044829 BAKERSFIELD
031044873 LA ▇▇▇▇▇▇
031044875 LOS ANGELES
031044904 MISSION HILLS
031044911 EL PASO
031044914 COLORADO SPRINGS
031044957 ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇)▇▇▇▇ OF LOS ANGELES
031045041 LOS ANGELES
031045084 (PANORAMA CITY)LOS ANGELES
031045091 NORWALK
031045119 ▇▇▇▇▇▇▇▇▇
031045179 COMPTON
051063826 CARLTON
051064653 STONE MOUNTAIN
051064832 ▇▇▇▇▇▇▇
051065035 MACON
051065325 ▇▇▇▇▇▇▇
051065347 ▇▇▇▇▇▇▇
051065684 DOUGLASVILLE
051065761 BATON ROUGE
051065813 BIRMINGHAM
051066324 PEMBROKE
051066338 SUWANEE
051066383 RIVERDALE
051066387 MEMPHIS
051066499 ATLANTA
051066507 GREENBRIER
051066568 ATLANTA
051066574 CLARKSVILLE
051066604 DALLAS
051066615 ATLANTA
051066643 ANNISTON
051066653 CHATTANOOGA
051066778 JASPER
051066808 ▇▇▇▇▇▇▇
051066917 CHAPEL HILL
051066946 WHITE HOUSE
051067059 CORRYTON
051067082 ATLANTA
051067086 FAIRBURN
051067123 SEMMES
051067181 LEWISBURG
051067186 MOBILE
▇▇▇▇▇▇▇▇▇ MEMPHIS
051067316 ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
051067343 BIRMINGHAM
051067390 ABITA SPRINGS
051067460 ATLANTA
051067521 SAVANNAH
051067539 ADAIRSVILLE
051067554 ▇▇▇▇▇▇
051067571 ADAMSVILLE
051067639 ATLANTA
051067669 GAINESVILLE
051067686 OCOEE
051067709 HENDERSONVILLE
051067750 ▇▇▇▇▇▇▇
051067800 DALLAS
051067807 MACON
051067828 HINESVILLE
051067880 BRISTOL
051067909 NEW ORLEANS
051067970 ▇▇▇▇▇▇▇▇▇▇
051067980 SMYRNA
051068060 JACKSONVILLE
051068075 NASHVILLE
051068183 FLOWERY BRANCH
051068361 NEW ORLEANS
051068377 BIRMINGHAM
051068415 BIRMINGHAM
051068431 ▇▇▇▇▇▇
051068537 ATLANTA
051068570 GREENSBORO
051068677 BATON ROUGE
051068759 LOGANVILLE
051068767 CHURCH POINT
051068781 ATMORE
051068807 LEEDS
051068811 ▇▇▇▇▇▇▇▇
051068831 EAST POINT
051068833 SAVANNAH
051068839 ▇▇▇▇▇▇▇▇
051068880 SEVIEREVILLE
051068906 MANSFIELD
051068912 ▇▇▇▇▇▇▇
051068938 ▇▇▇▇▇▇▇
051068984 ATLANTA
051069013 RIVERDALE
051069029 MEMPHIS
051069036 LAWRENCEVILLE
051069040 UNION CITY
051069051 LAWRENCEVILLE
051069060 GARDEN CITY
051069103 ATLANTA
051069112 LITHONIA
051069122 BRADENTON
051069135 GRANTVILLE
051069144 RESERVE
051069167 ▇▇▇▇▇▇▇
051069183 ATLANTA
051069186 CANTON
051069205 KENNER
051069208 MADISON
051069246 LITHIA SPRINGS
051069247 WETUMPKA
051069296 AUGUSTA
051069299 LA FOLLETTE
051069316 MEMPHIS
051069326 ROCKMART
051069354 CARTERSVILLE
051069355 CARTERSVILLE
051069358 CARTERSVILLE
051069392 RIVERDALE
051069405 ATLANTA
051069413 MEMPHIS
051069458 JONESBORO
051069520 LARGO
051069567 LUCEDALE
051069586 LITHONIA
051069592 GAINESVILLE
051069639 THOMSON
051069648 ▇▇▇▇▇▇
051069713 ▇▇▇▇▇▇▇▇
051069784 DECATUR
051069788 SAVANNAH
051069857 MEMPHIS
051069902 KNOXVILLE
051070023 ▇▇▇▇▇
061064788 ▇▇▇▇▇▇▇▇▇
061065118 KILL DEVIL HILLS
061065823 MADISONVILLE
061066522 EASTLAKE
061066767 NEW BLOOMINGTON
061067236 LEXINGTON
061067321 MIAMISBURG
061067351 MASSILLON
061067379 ▇▇▇▇▇▇▇
061067412 NEWARK
061067587 HANOVER
061067959 BIG PRAIRIE
061068002 MARENGO
061068066 COLUMBUS
061068133 PORT CLINTON
061068227 DASSEL
061068246 PORTSMOUTH
061068271 PRINCETON
061068351 CINCINNATI
061068367 SANDUSKY
061068439 BLUFFTON
061068444 COLUMBUS
061068519 MASSILLON
061068582 ATLANTA
061068640 STOW
061068651 ANTIOCH
061068701 EUCLID
061068777 COLUMBUS
061068789 LANCASTER
061068799 LOUISVILLE
061068831 AKRON
061068836 ROCKBRIDGE
061068874 ▇▇▇▇▇▇▇▇
061068897 BEACHWOOD
061068900 BEACHWOOD
061069131 KANSAS CITY
061069158 COLUMBUS
061069179 LANCASTER
061069245 ELKHART
061069259 DOUGLASVILLE
061069264 AKRON
061069269 BEECHMONT
061069281 COLUMBUS
061069297 MASSILLON
061069303 LAKEWOOD
061069344 BARBERTON
061069368 LEXINGTON
061069378 GIBSONBURG
061069412 SUFFOLK
061069427 MOUNT ▇▇▇▇▇▇
061069518 CORTLAND
061069528 EUCLID
061069539 COLUMBUS
061069544 ▇▇▇▇▇
061069572 ▇▇▇▇▇▇▇▇
061069640 UPPER ARLINGTON
061069657 PHILADELPHIA
061069667 MT PERRY
061069697 BRISTOL
061069715 EASTLAKE
061069728 COLUMBUS
061069749 LAKEMORE
061069780 DAYTON
061069849 DELAWARE
061069911 DAYTON
061069929 LOUISVILLE
061069969 ▇▇▇▇▇▇
061069984 AKRON
061070001 CARLISLE
061070022 ▇▇▇▇▇▇▇▇
061070031 BOWLING GREEN
061070075 FALMOUTH
061070115 SOUTH EUCLID
061070193 CRESTLINE
061070198 CINCINNATI
061070206 TOLEDO
061070250 LANCASTER
061070277 PENSACOLA
061070333 GEORGETOWN
061070364 AURORA
061070366 WEST ▇▇▇▇▇▇
061070438 BRADENTON
061070440 DRY RIDGE
061070460 DAYTON
061070461 RAVENNA
061070463 LOUISVILLE
061070464 LEXINGTON
061070486 COLUMBUS
061070606 FRANKFORT
061070622 GREENVILLE
061070666 ▇▇▇▇▇▇
061070735 ▇▇▇▇▇▇
061070742 LOUISVILLE
061070754 CARDINGTON
061070805 ▇▇▇▇▇▇▇
061070817 COLUMBUS
061070826 AKRON
061070879 PERRYSBURG
061070887 ASHVILLE
061070897 MILFORD
061070901 UNION
061070909 LAWRENCEBURG
061070923 LOUISVILLE
061070969 HEBRON
061070980 CINCINNATI
061071010 LOCKPORT
061071044 CADIZ
061071060 BUCYRUS
061071072 BUCYRUS
061071098 FOSTORIA
061071190 COLUMBUS
061071224 AUSTIN
061071251 CINCINNATI
061071258 COLLEGE PARK
061071264 DAYTON
061071350 HEATH
061071474 EXCELSIOR SPRINGS
061071484 ALLIANCE
061071486 CRESCENT SPRINGS
061071538 ▇▇▇▇▇▇
061071551 BUCYRUS
061071603 MAGNOLIA
061071620 MT GILEAD
061071664 ST PARIS
061071718 ▇▇▇▇▇▇▇▇
061071829 WALDORF
061071842 FAIRFIELD
071072396 ALTAMONTE SPRINGS
071072718 PLANT CITY
071072754 ORLANDO
071072916 EUSTIS
071072955 ORLANDO
071073026 ORLANDO
071073086 LAUDERDALE LAKES
071073168 TEQUESTA
071073230 ORLANDO
071073251 FT ▇▇▇▇▇▇
071073357 ORLANDO
071073448 WESTON
071073452 MIAMI
071073483 ST. PETERSBURG
071073536 TAMPA
071073563 OPA LOCKA
071073572 ▇▇▇▇▇▇
071073595 SAINT PETERSBURG
071073752 LAKELAND
101053210 MAUD
101053586 NORTON SHORES
101055555 ▇▇▇▇▇▇▇▇
101057144 MESQUITE
101057292 CLEARWATER
101057350 ARLINGTON
101057468 RED OAK
101057480 HOUSTON
101057487 PALESTINE
101057493 PALMVIEW
101057503 ▇▇▇▇▇▇▇▇
101057616 GARLAND
101057679 ▇▇▇▇ HEIGHTS
101057693 ARLINGTON
101057720 FORT WORTH
101057758 ▇▇▇▇▇▇▇
101057762 DESOTO
101057821 FORT WORTH
101057826 MISSOURI CITY
101057830 DESOTO
101057862 MESQUITE
101057865 THE COLONY
101057881 MANSFIELD
101057895 RICHMOND
101057955 CARROLLTON
101057959 ▇▇▇▇▇
101057985 FORT WORTH
101058019 LONGVIEW
101058078 BENBROOK
101058092 DALLAS
101058093 LEWISVILLE
101058117 KISSIMMEE
101058142 AUSTIN
101058153 CEDAR HILL
101058166 CARTHAGE
101058173 ▇▇▇▇▇
101058212 DALLAS
101058224 CEDAR HILL
101058233 ▇▇▇▇▇
101058246 DESOTO
101058278 COPPELL
101058288 HOUSTON
101058317 ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
101058368 THE COLONY
101058389 LAKE WORTH
101058416 FORT WORTH
101058464 DALLAS
101058505 SAN ANTONIO
101058509 DALLAS
101058535 ▇▇▇▇
101058559 GARLAND
101058566 HOUSTON
101058576 DESOTO
101058605 CARROLLTON
101058629 ▇▇▇▇
101058632 ARLINGTON
101058655 ROCKWALL
101058667 CANTON
101058674 DALLAS
101058685 ▇▇▇▇▇▇
101058706 MESQUITE
101058712 CORPUS CHRISTI
101058726 BEDFORD
101058814 COLUMBUS
101058818 CARROLLTON
101058825 WAXAHACHIE
101058895 DALLAS
101058922 MESQUITE
101058980 ROUND ROCK
101058993 KING ▇▇▇▇▇▇
101059007 EL PASO
101059011 HOUSTON
101059018 SHAMROCK
101059038 LAKE DALLAS
101059041 SANTA FE
101059059 HUMBLE
101059085 WAXAHACHIE
101059097 BEAUMONT
101059108 GARLAND
101059132 KATY
101059198 HONEY GROVE
101059248 ROCKWALL
101059249 ▇▇▇▇
101059312 PASADENA
101059323 SAN ANTONIO
101059331 DESOTO
101059390 GRAND PRAIRIE
101059406 DESOTO
101059408 GARLAND
101059438 FORT WORTH
101059439 WINTER HAVEN
101059470 MEXIA
101059484 IRVING
101059512 CORPUS CHRISTI
101059524 DESOTO
101059530 ▇▇▇▇▇▇
101059541 ▇▇▇▇▇
101059542 ▇▇▇▇▇▇
101059547 CYPRESS
101059566 REPUBLIC
101059603 ▇▇▇▇▇▇▇▇▇
101059635 ▇▇▇▇▇▇▇
101059675 DALLAS
101059684 DALLAS
101059690 MISSOURI CITY
101059710 RICHMOND
101059752 GREENVILLE
101059783 ITALY
101059855 MEMPHIS
101059866 ROWLETT
101059942 SAN ANTONIO
101059981 RICHARDSON
101060021 MIAMI
101060082 WHITEHOUSE
101060098 AUSTIN
101060210 DALLAS
101060314 BEDFORD
101060338 ▇▇▇▇
101060440 BLAIRSVILLE
101060446 PAMPA
101060472 DELPHI
101060493 ARLINGTON
101060515 TAMPA
101060516 EL PASO
101060525 CUMMING
101060528 IRVING
101060549 LAMESA
101060559 FRAMERS BRANCH
101060595 FLOWER MOUND
101060736 MIAMI
101060757 FRISCO
101060781 ▇▇▇▇▇
101060792 GLENDALE
101060824 CEADAR HILL
101060833 DALLAS
101060847 CARROLLTON
101060892 ▇▇▇▇▇▇
101060926 PLANO
101060931 THE COLONY
101060939 FORT WORTH
101060978 LAREDO
101060998 TOMBALL
101061038 SPRING
101061109 WEATHERFORD
101061115 MONROE
101061156 HURST
101061159 GRANBURY
101061163 SAN ▇▇▇▇▇▇
101061208 ▇▇▇▇▇ HEIGHTS
101061270 DUNCANVILLE
101061297 FRISCO
101061304 KILLEEN
101061344 BURLESON
101061404 DALLAS
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇ ▇▇▇▇▇▇
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271029907 N LAS VEGAS
271029910 OMAHA
271029911 WESTMINSTER
271029927 STOCKTON
271029955 REVERE
271029967 BEAUMONT
271029968 MARYVILLE
271029984 PROVIDENCE
271029990 JOHNSTOWN
271030013 SPOKANE
271030024 WINCHESTER
271030027 YUBA CITY
271030030 SPRINGFIELD
271030061 NORTH BRANCH
271030062 NEW HAVEN
271030068 CHATTANOOGA
271030081 FAIRFIELD
271030087 WEST HAVEN
271030117 LE GRAND
291006002 BALTIMORE
291006146 HINESVILLE
291006150 KEYSTONE HEIGHTS
291006363 MILFORD
291006390 WINTER SPRINGS
291006412 PHILADELPHIA
291006415 ANNVILLE
291006433 BROOKLYN
291006456 PINE BLUFF
291006596 MITCHELLVILLE
291006601 ▇▇▇▇▇▇▇▇▇ CITY
291006669 DETROIT
291006682 ORLANDO
291006819 ROCKY MOUNT
291006844 MIRAMAR
291006858 FREDERICKSBURG
291006878 PHILADELPHIA
291006898 UPPER BLACK EDDY / BRIDGETON T
291006982 LIVONIA
291006986 ▇▇▇▇▇▇ COURT HOUSE
291006995 BREMEN
291007000 SUNRISE
291007046 SPARKS
291007077 NEW BERN
291007081 COLONIAL HEIGHTS
291007085 SWANSEA
291007105 HOLLISTON
291007114 ROSEVILLE
291007121 ▇▇▇▇▇▇ CITY
291007128 HAMPTON
291007132 TOWNVILLE
291007153 JERMYN
291007156 RICHMOND
291007158 NEWPORT NEWS
291007169 ELIZABETHTOWN
291007181 MIAMI
291007193 GERMANTON
291007199 KINGSTON
291007209 KUNKLETOWN
291007218 ▇▇▇▇▇▇▇
291007242 HUNTINGTOWN
291007246 ▇▇▇▇▇▇ BEACH
291007248 CAPE CORAL
291007260 VILLAGE OF PALM SPRINGS
291007278 ▇▇▇▇▇▇▇
291007279 WEEKI WACHEE
291007284 MIAMI
291007294 ▇▇▇▇▇▇▇▇
291007302 TREVOSE
291007303 FINCASTLE
291007312 BALTIMORE
291007314 CLEARWATER
291007324 LEHIGH ACRES
291007328 PHILADELPHIA
291007343 LEHIGH ACRES
291007359 FARMINGTON HILLS
291007361 ELLWOOD CITY
291007376 CHESAPEAKE
291007379 LEXINGTON
291007387 WINTER PARK
291007388 NAPLES
291007414 WILMINGTON
291007415 SPRING HILL
291007421 DELTONA
291007428 KISSIMMEE
291007429 MYRTLE BEACH
291007447 STONE MOUNTAIN
291007452 CAPE CORAL
291007454 SUFFOLK
291007459 MIAMI
291007496 CARSONVILLE
291007502 NAVARRE
291007518 ALTUS
291007543 LITHONIA
291007552 LOCUST GROVE
291007555 PHILADELPHIA
291007556 TALLAHASSEE
291007573 MIRAMAR
291007577 MONROE
291007637 EASTHAMPTON
291007650 ▇▇▇▇▇▇
291007674 CHARLESTON
291008028 SCHNECKSVILLE
301003881 ▇▇▇▇▇▇ CITY
321033301 DEERBROOK
321034281 PELICAN LAKE
321034625 COLORADO SPRINGS
321034709 SYRACUSE
321034782 DENVER
321034912 CASTLE ROCK
321034932 ▇▇▇▇▇ PARK
321035051 ▇▇▇▇▇▇▇
321035201 PEORIA
321035227 GRAND JUNCTION
321035398 ROGGEN
321035503 ▇▇▇▇▇▇
321035548 AURORA
321035572 WAIANAE
321035575 ▇▇▇▇▇▇▇
321035596 DENVER
321035724 ▇▇▇▇▇▇▇
321035725 COMMERCE CITY
321035739 ▇▇▇▇▇▇▇▇
321035796 WINCHESTER
321035808 PEYTON
321035934 ▇▇▇▇▇▇▇▇▇
321035966 AURORA
321035997 COLORADO SPRINGS
321036004 ROOSEVELT
321036114 VISALIA
321036118 FORT ▇▇▇▇▇▇
321036123 COLORADO SPRINGS
321036142 BRIGHTON
321036164 PINEDALE
321036182 NEW GERMANY
321036191 AURORA
321036221 ▇▇▇▇▇
321036236 LAKEWOOD
321036354 TREMONTON
321036358 TAYLORSVILLE
321036379 ARBOLES
321036388 ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
321036426 SARATOGA SPRINGS
321036459 ▇▇▇▇
321036483 LITTLETON
321036488 LOVELAND
321036545 LITTLETON
321036551 RIFLE
321036577 WEST JORDAN
321036694 AURORA
321036822 SALT LAKE CITY
321037018 KEENESBURG
321037063 PUEBLO
321037232 GREELEY
321037233 GREELEY
321037256 DENVER
331046332 NORWICH
331047302 PHILADELPHIA
331047342 MIDDLETOWN
331047550 POUGHKEEPSIE
331047621 PORT ▇▇▇▇▇▇▇
331047702 BROOKLYN
331047743 POUGHKEEPSIE
331047810 BROOKLYN
331047859 WOODHAVEN
331047881 BROOKLYN
331047933 ORLANDO
331047974 MOUNT ▇▇▇▇▇▇
331047993 NEW YORK
331048027 MIDDLETOWN
331048041 PHILADELPHIA
331048061 BRONX
331048102 ROCHESTER
331048127 KISSIMMEE
331048157 UNIONDALE
331048198 BROOKLYN
331048204 ▇▇▇▇▇▇▇
331048210 BRONX
331048216 BROOKLYN
331048242 NEWARK
331048358 BRISTOL
331048400 JAMESBURG
331048417 POUGHQUAG
331048476 MALVERNE
331048487 ▇▇▇▇▇▇
331048517 GREENCASTLE
331048524 RHINEBECK
331048533 ST. PETERSBURG
331048585 HEMPSTEAD
331048587 POUGHKEEPSIE
331048599 SUFFERN
331048660 BROOKLYN
331048686 BRONX
331048691 BROOKLYN
331048703 BROOKLYN
331048795 BROOKLYN
331048813 ST ALBANS
331048872 BAYVILLE
331048909 ▇▇▇▇▇▇▇▇▇▇
331048944 WYANDANCH
331048947 SPRINGFIELD GARDENS
331048954 CANTON
331049005 BRONX
331049016 BROOKLYN
331049030 CORAM
331049101 BRONX
331049517 EFFORT
331049705 NEWBURGH
341029920 CLAREMONT
341031818 THOMASVILLE
341032179 WINSTON SALEM
341032181 WINSTON SALEM
341032241 GREENSBORO
341032526 CHESAPEAKE
341032586 WELLFORD
341032663 HEATH SPRINGS
341032709 MOUNT AIRY
341032790 BOLIVIA
341033116 GREENVILLE
341033287 TRAVELERS REST
341033520 CAYCE
341033632 PISGAH FOREST
341033760 SHACKLEFORDS
341033775 COLUMBIA
341033778 DURHAM
341033856 DURHAM
341033968 LEXINGTON
341034023 CHARLOTTE
341034077 GREENSBORO
341034108 CHARLOTTE
341034127 RALEIGH
341034164 MYRTLE BEACH
341034179 CHARLOTTE
341034181 SALISBURY
341034212 FOUNTAIN INN
341034234 ▇▇▇▇▇▇▇
341034285 ▇▇▇▇▇
341034293 WALNUT COVE
341034360 ▇▇▇▇
341034374 SALISBURY
341034407 AHOSKIE
341034411 SUMMERVILLE
341034457 EVERGREEN
341034547 BLYTHEWOOD
341034647 WHITTIER
341034673 RALEIGH
341034680 LAWRENCEVILLE
341034698 MOORESVILLE
341034699 LOCUST
341034745 WEAVERVILLE
341034760 CHARLOTTE
341034770 MOCKSVILLE
341034827 WHITEVILLE
341034855 GREENSBORO
341034863 FRANKLIN
341034926 FORT LAUDERDALE
341034949 REIDSVILLE
341034972 LEXINGTON
341034974 ROYAL PALM BEACH
341035025 ▇▇▇▇▇▇
341035105 WILLIAMSTON
341035128 ▇▇▇▇▇▇▇
341035138 PALM COAST
341035201 REIDSVILLE
341035202 TARBORO
341035218 WINSTON SALEM
341035248 WILMINGTON
341035263 IRMO
341035266 WINSTON SALEM
341035281 WINTERVILLE
341035286 WILMINGTON
341035339 RALEIGH
341035343 COLUMBIA
341035345 ▇▇▇▇▇▇
341035398 FRANKLIN
341035427 ROCK HILL
341035431 CHARLOTTE
341035437 GASTONIA
341035465 SAVANNAH
341035524 ANGIER
341035576 NORTH CHARLESTON
341035599 FORT MILL
351034140 PASADENA
351034274 BEEVILLE
351034435 HOCKLEY
351035241 HOUSTON
351035571 HOUSTON
351035627 KATY
351035872 LAMARQUE
351035937 VICTORIA
351036211 ATLANTA
351036224 HOUSTON
351036249 MISSOURI CITY
351036343 FORT WORTH
351036422 MISSOURI CITY
351036424 WACO
351036439 HOUSTON
351036480 NEW WAVERLY
351036486 HOUSTON
351036491 PARIS
351036521 HUMBLE
351036579 ▇▇▇▇▇▇▇▇▇▇
351036610 KATY
351036624 LEANDER
351036662 MARBLE FALLS
351036767 KATY
351036771 TEMPLE
351036825 LANCASTER
351036841 HOUSTON
351036859 LA PORTE
351036871 MISSOURI CITY
351036906 MISSOURI CITY
351036958 DAYTON
351037013 HOUSTON
351037024 HOUSTON
351037111 ▇▇▇▇
351037208 ▇▇▇▇▇▇▇
351037401 BAYTOWN
351037428 ▇▇▇▇▇▇▇▇
351037436 FRIENDSWOOD
351037455 GEORGETOWN
351037510 SPRING
351037539 HOUSTON
351037613 LAREDO
351037655 HOUSTON
351037658 HOUSTON
351037697 SPRING
351037713 MISSOURI CITY
351037752 HOUSTON
351037819 HOUSTON
351037820 HOUSTON
351037836 HOUSTON
351037842 FREEPORT
351037974 ▇▇▇▇▇▇▇
351037979 FORT WORTH
351038043 HOUSTON
351038120 CORPUS CHRISTI
351038155 HOUSTON
351038229 HOUSTON
351038263 FRESNO
351038281 STEPHENVILLE
351038353 HOUSTON
351038387 ▇▇▇▇▇▇▇▇▇
351038427 DENTON
351038428 HUMBLE
351038504 BEEVILLE
351038524 HOUSTON
351038548 MAGNOLIA
351038573 HUMBLE
351038582 PASADENA
351038642 ▇▇▇▇▇▇▇▇
351038658 TOMBALL
351038673 HOUSTON
351038691 HOUSTON
351038713 BACLIFF
351038748 HOUSTON
351038755 HUMBLE
351038771 HOUSTON
351038782 HOUSTON
351038815 KATY
351038837 ▇▇▇▇▇▇
351038850 MISSOURI CITY
351038859 SUGAR LAND
351038872 KATY
351038894 HOUSTON
351038907 CEDAR PARK
351038968 CORPUS CHRISTI
351039002 KATY
351039035 COPPERAS COVE
351039043 HUMBLE
351039079 HOUSTON
351039096 HUMBLE
351039111 FORT STOCKTON
351039171 HOUSTON
351039228 HOUSTON
351039261 GRAND PRAIRIE
371031427 COTTONDALE
371033901 DAYTON
371034148 SARASOTA
371034274 JACKSONVILLE
371034282 DAYTONA BEACH
371034322 MOUNT ▇▇▇▇
371034382 DELTONA
371034463 KISSIMMEE
371034722 PORT SAINT LUCIE
371034817 LAKE CITY
371034889 MASSILLON
371035010 BELLEVIEW
371035025 FORT ▇▇▇▇▇
371035045 SOUTH DAYTONA
371035157 ARCADIA
371035249 FORT ▇▇▇▇▇
371035253 APOPKA
371035258 FAIRFIELD
371035324 MAXVILLE
371035496 ORLANDO
371035571 ALTAMONTE SPRINGS
371035792 ▇▇▇▇▇▇▇
371035872 SEMINOLE
371035882 JACKSONVILLE
371035905 LAKELAND
371035908 ORLANDO
371035963 APOPKA
371036034 CLEARWATER
371036073 KISSIMMEE
371036100 TAVARES
371036104 ROCHERSTER
371036230 ORLANDO
371036243 ORLANDO
371036252 JACKSONVILLE
371036256 BATON ROUGE
371036257 BATON ROUGE
371036275 TITUSVILLE
371036309 OCALA
371036333 LEESBURG
371036349 JACKSONVILLE
371036361 APOPKA
371036430 OCALA
371036461 JACKSONVILLE
371036472 AKRON
371036565 PALM COAST
371036571 COLUMBUS
371036577 GRAND RIDGE
371036598 COLUMBUS
371036624 MIAMI
371036635 BALTIMORE
371036638 ORLANDO
371036650 FORT ▇▇▇▇▇▇
371036710 PANAMA CITY
371036714 CASSELBERRY
371036728 LEXINGTON
371036739 ORANGE PARK
371036756 GAINESVILLE
371036761 ▇▇▇▇▇▇
371036789 JACKSONVILLE
371036797 JACKSONVILLE
371036826 TAMPA
371036840 PACE
371036879 GAINESVILLE
371036888 CASSELBERRY
371036890 JACKSONVILLE
371036893 SAINT PETERSBURG
371036897 VALRICO
371036907 NAPLES
371036908 JACKSONVILLE
371036950 OCALA
371036994 JACKSONVILLE
371037152 MIAMI UNICORP
371037201 NORTH FORT ▇▇▇▇▇
371037211 LAKE WALES
371037220 LAKE WORTH
371037234 N LAUDERDALE
371037299 WINTER GARDEN
371037311 ORLANDO
371037338 ORLANDO
371037345 ▇▇▇▇▇▇▇
371037354 KISSIMMEE
371037368 MIAMI
371037385 ARCADIA
371037389 ▇▇▇▇▇▇▇▇▇
371037432 SEMINOLE
371037450 PORT SAINT LUCIE
371037497 ORLANDO
371037602 LAKE WORTH
371037607 JACKSONVILLE
371037667 POMPANO BEACH
371037689 KISSIMMEE
371037728 JACKSONVILLE
371037749 JACKSONVILLE
371037774 NEW SMYRNA BEACH
371037851 JACKSONVILLE
371037893 CAPE CORAL
371037932 ▇▇▇▇▇▇▇▇▇▇
371037944 ▇▇▇▇▇▇
371038031 JACKSONVILLE
371038068 TITUSVILLE
371038128 ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
371038189 CAPE CORAL
371038586 FORT ▇▇▇▇▇
371038603 MIAMI
371038699 PANAMA CITY
371039148 ▇▇▇▇▇▇
381027922 CORINNA
381028097 PROVIDENCE
381028102 WATERTOWN
381028154 NEW BEDFORD
381028188 ANDOVER
381028300 LUDLOW
381028391 HYANNIS
381028454 WARWICK
381028479 HYANNIS
381028571 LAUDERHILL
381028573 WARWICK
381028600 CONCORD
381028630 YARMOUTHPORT
381028694 PAWTUCKET
381028711 CHARLESTOWN
381028745 ▇▇▇▇▇▇
381028765 DORCHESTER
381028773 HYANNIS
381028803 BROCKTON
381028853 PROVIDENCE
381028866 ROYALSTON
381028871 LINCOLN
381028888 MASHPEE
381028896 ROCHESTER
381028901 FALL RIVER
381028928 MANSFIELD
381028935 SANDWICH
381028937 PROVIDENCE
381028993 FALL RIVER
381029006 PAWTUCKET
381029007 CRANSTON
381029010 ▇▇▇▇▇▇▇▇
381029029 TOWN OF DANVILLE
381029061 COVENTRY
381029071 PROVIDENCE
381029073 BOSTON
381029081 ARCADIA
381029088 LEHIGH ACRES
381029101 WEST YARMOUTH
381029146 EDGEWOOD
381029153 SOMERSET
381029165 COLUMBIAVILLE
381029190 KINGSTON
381029246 ▇▇▇▇▇▇
381029253 STOUGHTON
381029258 EAST PROVIDENCE
381029262 CRANSTON
381029312 CRANSTON
381029595 WATERBURY
401007179 ST. LOUIS
401007901 ▇▇▇▇▇▇▇
401008234 BROWNWOOD
401008308 PINE BEACH
401008480 ERIE
401008553 WORCESTER
401008590 NEKOOSA
401008593 NINEVEH
401008648 CHICAGO
401008651 VINELAND
401008675 ▇▇▇▇▇ CITY
401008776 NORTH HIGHLANDS
401008798 CHICAGO
401008812 ODESSA
401008929 MADISON
401008963 WORCESTER
401008970 INDEPENDENCE
401008977 SKOKIE
401008993 HAGERSTOWN
401009022 DETROIT
401009041 SOUTH BURLINGTON
401009092 TULIA
401009195 CHICAGO
401009216 BROOKLYN
401009217 HARTSEL
401009256 PEARL RIVER
401009345 DETROIT
401009374 INGLEWOOD
401009384 BROOKLYN
401009394 NUTLEY
401009404 ▇▇▇▇▇▇
401009409 WORCESTER
401009459 ▇▇▇▇▇▇ CHAPEL
401009489 COTTONWOOD
401009492 VISTA
401009508 ANCHORAGE
401009527 PROVIDENCE
401009536 SPARTA
401009537 AUSTIN
401009584 PLAINVIEW (T/O OYSTER BAY)
401009595 BROWNS ▇▇▇▇▇
401009596 WILMINGTON
401009605 MADERA
401009610 RIALTO
401009632 ROUND ROCK
401009633 ▇▇▇▇▇▇▇▇▇▇ MANOR
401009644 CHICAGO
401009646 YUMA
401009668 GLOUCESTER
401009669 CHICAGO
401009678 ▇▇▇▇▇▇
401009686 BROOKLYN
401009687 ▇▇▇▇▇▇
401009691 ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
401009721 LUMBERTON
401009722 FAIRLAND
401009727 WHEATFIELD
401009742 MACKS INN
401009745 LEAGUE CITY
401009759 POST FALLS
401009760 CORAM
401009763 TAUNTON
401009774 BRIDGETON
401009793 BARRE
401009796 REDDING
401009803 PHOENIX
401009816 NORFOLK
401009820 MT LAUREL
401009821 FORT WORTH
401009839 MIRAMAR
401009864 MIDDLETOWN
401009873 SAGINAW
401009874 POMONA
401009883 DALLAS
401009893 SELBYVILLE
401009902 ORLANDO
401009914 SABATTUS
401009931 ▇▇▇▇▇ RIVER PLANTATION
401009935 RIALTO
401009945 OLYMPIA
401009951 LANCASTER
401009996 SACRAMENTO
401010259 MAYBROOK
511042047 LOS ALAMITOS
511045625 NEEDLES
511047068 ▇▇▇▇▇
511047098 BUENA PARK
511047401 CRESTLINE
511047408 NEWPORT NEWS
511048062 ELK GROVE
511048112 GREEN BAY
511048206 SAINT ▇▇▇▇▇▇
511048234 CROWN POINT
511048250 WAIANAE
511048428 GROTON
511048480 TUCSON
511048483 TUCSON
511048596 LOCK HAVEN
511048641 ▇▇▇▇▇▇▇
511048682 NEVADA
511048729 ▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇ ▇▇ ▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
511048807 ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
511048854 LAKE CITY
511048878 POMONA
511048892 PAGOSA SPRINGS
511048929 MILFORD
511048962 YUMA
511048992 ROSEMOUNT
511049010 YUCCA VALLEY
511049048 SEABECK
511049053 SAN BERNARDINO
511049065 LOS ANGELES
511049168 LONG BEACH
511049170 RENTON
511049274 CLOVIS
511049330 SAN ▇▇▇▇
511049336 PORTLAND
511049410 SORRENTO
511049478 ▇▇▇
511049531 NORTH MIAMI
511049600 LAS VEGAS
511049605 MEMPHIS
511049638 KERMAN
511049659 INGLEWOOD
511049692 SPOKANE
511049711 LOS ANGELES
511049733 KENT
511049783 TACOMA
511049874 CONCORD
511049875 TACOMA
511049984 LANCASTER
511049997 ▇▇▇▇
511050010 LAKE FOREST
511050041 PHOENIX
511050053 SYLMAR
511050078 NAUGATUCK
511050089 COLORADO SPRINGS
511050121 LONG BEACH
511050141 LAS VEGAS
511050147 MESA
511050172 STOCKTON
511050259 GREENFIELD
511050267 LAS VEGAS
511050300 BERMUDA DUNES
511050409 OCEAN VIEW
521033047 CYNTHIANA
521033461 CHICAGO
521033825 NOBLESVILLE
521036802 RIVERDALE
521037603 CALUMET CITY
521038178 EVANSVILLE
521038424 KANSAS CITY
521038765 CHICAGO
521038805 WHEATFIELD
521038913 CRETE
521038923 LIBERTYVILLE
521038926 FLORISSANT
521039073 MAYWOOD
521039103 KENDALLVILLE
521039135 WONDER LAKE
521039315 MICHIGAN CITY
521039318 INDIANAPOLIS
521039390 LAS VEGAS
521039498 NEW LENOX
521039527 MOUNT ZION
521039618 PROSPECT HEIGHTS
521039636 RIVER FALLS
521039745 NEW RICHMOND
521039813 CHICAGO
521039827 PLEASANT PRAIRIE
521040099 MAYWOOD
521040223 CHICAGO
521040290 IMPERIAL
521040403 EOLA
521040424 GLENWOOD
521040531 INDIANAPOLIS
521040603 CHICAGO
521040661 FRANKLIN
521040691 MACOMB
521040702 SOUTH HOLLAND
521040768 MERRILLVILLE
521040844 ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
521040927 KANSAS CITY
521040943 ST LOUIS
521040960 ▇▇▇▇▇ CREST
521040979 SOUTH HOLLAND
521041005 CAMBRIDGE
521041020 CALUMET CITY
521041067 GRAIN VALLEY
521041102 WEST CHICAGO
521041140 LEMONT
521041149 CHAMPAIGN
521041179 EAST CHICAGO
521041227 ▇▇▇▇▇
521041263 LAS VEGAS
521041275 KANSAS CITY
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521041315 FARMINGTON
521041319 ▇▇▇▇▇▇
521041331 KANSAS CITY
521041342 ▇▇▇▇▇▇▇
521041351 CHICAGO
521041400 BRIDGETON
521041424 LOUISVILLE
521041438 BELLEVILLE
521041439 BELLEVILLE
521041534 ST. ▇▇▇
521041560 CLARKSVILLE
521041566 SIOUX FALLS
521041577 ASH GROVE
521041615 ELBURN
521041697 LAPORTE
521041767 SCHAUMBURG
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521042300 CHICAGO
521042305 CHATHAM
521042406 EAST ▇▇▇▇
521042411 BROOKFIELD
521042463 BALLWIN
521042506 CHICAGO
521042519 LENEXA
521042584 ▇▇▇▇▇▇▇
521042629 WEST LAFAYETTE
521042678 GLENVIEW
521042697 YORKVILLE
521042736 KANSAS CITY
521042765 JOLIET
521042805 SCHAUMBURG
521042859 ▇▇▇▇
521042869 TAMPA
521042886 CHICAGO
521042899 ST. LOUIS
521042920 PARK FOREST
521042933 WATSEKA
521043022 CALUMET CITY
521043031 MARKESAN
521043033 BALTIMORE
521043073 CHICAGO
521043135 SAINT LOUIS
521043156 ▇▇▇▇▇
521043159 EDINA
521043182 LAS VEGAS
521043220 CEDAR HILL
521043231 SPRINGFIELD
521043240 MENDOTA
521043302 INDIANAPOLIS
521043322 ALEXANDRIA
521043344 ▇▇▇▇ JUNCTION
521043418 CRYSTAL CITY
521043438 ALSIP
521043459 BALLWIN
521043466 STRAFFORD
521043492 WEST CHICAGO
521043495 CHICAGO
521043500 ▇▇▇▇ CARBON
521043559 GENOA CITY
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521043585 MC CORDSVILLE
521043599 BELLEVILLE
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521043699 ▇▇▇▇▇▇▇▇
521043714 SAINT LOUIS
521043743 WICHITA
521043812 MARKHAM
521043863 WONDER LAKE
521043903 COLUMBIA
521043910 HOMEWOOD
521043918 CHICAGO
521043958 SKOKIE
521044034 ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
521044081 SPRING GROVE
521044136 LANSING
521044177 JOLIET
521044193 FEDERAL WAY
521044207 ▇▇▇▇ RAPIDS
521044237 GROVERTOWN
521044287 CHICAGO
521044297 KANSAS CITY
521044319 RICHTON PK
521044407 DES PLAINES
521044412 SAINT LOUIS
521044461 INDIANAPOLIS
521044529 SIKESTON
521044739 DETROIT
521044852 WHEATON
521045008 LA GRANGE PARK
521045251 OVERLAND PARK
551011728 NEW ORLEANS
551012301 ▇▇▇▇▇▇▇
551013158 EL PASO
551013266 DEL RIO
551013271 ALAMO
551013404 FORT WORTH
551013793 ▇▇▇▇
551014007 FORT WORTH
551014118 FORT STOCKTON
551014202 CLINTON
551014265 EAGLE PASS
551014267 FORT WORTH
551014286 ▇▇▇▇▇▇
551014302 SAN ANTONIO
551014352 FORT WORTH
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551014724 EASTLAND
551014749 LITTLE ELM
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551014874 BEDFORD
551014963 WEATHERFORD
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551014996 CEDAR HILL
551015127 WATAUGA
551015166 HERMITAGE
551015185 ▇▇▇▇▇▇
551015227 ▇▇▇▇▇▇▇
551015335 HILLSBORO
551015352 ARLINGTON
551015377 MARBLE FALLS
551015378 LEWISVILLE
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551015444 MISSOURI CITY
551015475 ARLINGTON
551015689 GREENVILLE
551015708 AUSTIN
551015815 ROWLETT
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551015935 BURLESON
551015991 ▇▇▇▇▇ HEIGHTS
551015997 ARLINGTON
551016012 ▇▇▇▇▇▇
551016013 DALLAS
551016051 FORT WORTH
551016060 SAGINAW
551016078 ARLINGTON
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551016774 AZLE
551017007 GUN BARREL CITY
551017120 WATERBURY
551017162 GRANBURY
551017224 TOMBALL
551017377 ARLINGTON
551017483 ▇▇▇▇▇▇▇
551017528 DEL ▇▇▇▇▇
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551017646 LONGVIEW
551017659 SAN ELIZARIO
551017702 ▇▇▇▇▇▇▇
551017835 LITTLE ROCK
551017855 DESOTO
551017868 ▇▇▇▇▇▇
551017909 LUBBOCK
551018046 BROWNWOOD
551018099 BROWNWOOD
551018229 IRVING
551018232 IRVING
551018375 SAN ANTONIO
551018433 ▇▇▇▇▇▇
551018447 MANCHACA
551018478 EL PASO
551018516 MISSION
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551018527 TULSA
551018623 DALLAS
551018630 TEMPLE
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551018945 ROWLETT
551019011 OAKVILLE
551019022 SEMINOLE
551019051 GRANBURY
551019054 ALEDO
551019137 ▇▇▇▇▇▇▇▇▇▇
551019146 TULSA
551019219 BURKBURNETT
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551019315 ROCKWALL
551019326 OKLAHOMA CITY
551019327 TEMPLE
551019338 SAN ANTONIO
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551019506 CYPRESS
551019574 MIDWEST CITY
551019692 SAN ANTONIO
551019870 ▇▇▇▇▇▇▇▇
551019884 MANSFIELD
551019904 NORTH RICHLAND HILLS
551019913 SAN ANTONIO
551019928 CARROLLTON
551020222 ARLINGTON
551020257 BARTLESVILLE
551020302 EAGLE PASS
551020626 ▇▇▇▇▇▇
551021059 SAN ANTONIO
581009289 SUNNYVALE
581009522 CLACKAMAS
581009575 LONGVIEW
581009663 YUBA CITY
581010153 ▇▇▇▇▇▇ CITY
581010340 SONORA
581010415 MCMINNVILLE
581010486 RIO DELL
581010625 FAIRFIELD
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581011690 PITTSBURG
581011714 CHULA VISTA
581011817 OLYMPIA
581011830 RICHMOND
581011882 RIO ▇▇▇▇▇
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611023102 ▇▇▇▇▇▇▇▇
611023249 EAST WAREHAM
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611024687 BROOKLYN
611024734 ▇▇▇▇▇▇
611024834 WEST BABYLON
611024937 HOLLYWOOD
611024939 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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631013184 BLYTHE
631013461 ▇▇▇▇▇▇▇▇
631014064 PALM DESERT
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631014408 ESCONDIDO
631014429 PHOENIX
631014463 GARDENA
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631014491 ▇▇▇▇▇▇▇
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651015171 ▇▇▇▇▇▇▇
651018388 MIDDLEBORO
651018721 EAST MEADOW
651019055 PRESCOTT
651019056 ▇▇▇▇▇
651019071 ▇▇▇▇▇▇
651019094 WEST WARWICK
651019147 ▇▇▇▇▇▇▇▇
651019382 ▇▇▇▇▇
651019419 DETROIT
651019422 WASHINGTON
651019489 GREENWOOD
651019575 ORRTANNA
651019593 SAN DIEGO
651019850 BERWICK
651019936 ▇▇▇▇▇▇▇▇
651019944 SENECA
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651020022 KISSIMMEE
651020058 SPRINGVILLE
651020100 ▇▇▇▇▇▇
651020137 ELKHART
651020142 ELKHART
651020148 ELKHART
651020150 ▇▇▇▇▇▇
651020164 CHICAGO
651020170 ELKHART
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651020395 GRANBY
651020475 SHALLOTTE
651020509 WATERBURY
651020533 ELON
651020537 ▇▇▇▇▇ OAK
651020550 ▇▇▇▇ ▇▇▇▇▇▇
651020563 SUNDERLAND
651020640 CHARLOTTE
651020650 GENOA CITY
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651020667 BROOKLYN
651020692 GRAND BAY
651020727 NORTH TAZEWELL
651020749 POTTSTOWN
651020760 OAK GROVE
651020771 ▇▇▇▇▇▇▇▇
651020774 LOCKPORT
651020791 DALLAS
651020807 STONE MOUNTAIN
651020863 SAFETY HARBOR
651020873 ▇▇▇▇▇▇
651020905 NORTH ▇▇▇▇▇
651020926 TALLAHASSEE
651020935 CUMBERLAND
651020975 MOUNT ▇▇▇▇▇▇
651021010 EAST FALMOUTH
651021024 NORTH PORT
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651021120 ▇▇▇▇▇▇
651021156 SEABROOK
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651021355 BAYONNE
651021425 ▇▇▇▇▇▇▇
651021490 BERLIN
651021693 WESTMINISTER
661013009 VICTORVILLE
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661016144 ▇▇▇▇▇▇▇▇▇
661016521 BARSTOW
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661018132 FONTANA
661018140 EL MONTE
661018155 TACOMA
661018171 WASHINGTON
661018205 ▇▇▇▇▇▇ VALLEY
661018221 SAN BERNARDINO
661018223 WATERBURY
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661018429 RIVERSIDE
661018454 EDEN PRAIRIE
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661019019 LAS VEGAS
671009727 ▇▇▇▇▇▇
671012615 MODESTO
671012737 ▇▇▇▇▇▇▇
671012757 ▇▇▇▇▇▇
671013109 EASTOVER
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671013905 LEHIGH ACRES
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671013945 FRESNO
671013980 NEW PORT ▇▇▇▇▇▇
671013990 FORT WASHINGTON
671014020 LODI
671014048 ▇▇▇▇▇▇ LAKE
671014102 OAKDALE
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671014134 VISALIA
671014189 ▇▇▇▇▇▇▇
671014228 FRESNO
671014234 TUCSON
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671014288 MODESTO
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671014402 HOLLISTER
671014421 HAYWARD
671014444 MADERA
671014449 SAN PABLO
671014468 YUMA
671014480 BAY POINT
671014492 ▇▇▇▇▇▇▇▇
671014517 VISALIA
671014531 SAN BERNARDINO
671014593 LA GRANGE
671014602 PHELAN
671014620 LANAI CITY
671014627 SACRAMENTO
671014659 SOUTH SAN FRANCISCO
671014679 SAN ▇▇▇▇
681011500 ROXBURY
681012318 OXFORD
681012492 WEST NEWFIELD
681012562 DRACUT
681012593 NASHUA
681012701 ARGYLE TOWNSHIP
681012707 ENOSBURGH
681012783 SKOWHEGAN
681012968 PENOBSCOT
681013062 FITCHBURG
681013153 ▇▇▇▇▇▇
681013254 PEMBROKE
681013255 MALDEN
681013257 MALDEN
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681013323 ROXBURY
681013444 BARRE
681013446 WAREHAM
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681013494 NASHUA
681013512 ▇▇▇▇▇▇
681013593 SACO
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681013627 DORCHESTER
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681013632 FEEDING HILLS
681013685 LIVERMORE FALLS
681013688 BREMEN
681013690 ▇▇▇▇▇▇▇▇
681013696 PERU
681013697 SALEM
681013702 CASCO
681013755 NASHUA
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681013856 ▇▇▇▇▇▇▇
681013887 ▇▇▇▇▇▇
681013898 MANCHESTER
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691008723 SAVANNAH
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691008974 ▇▇▇▇▇▇▇▇▇▇ VILLAGE
691009017 OXON HILL
691009050 SEVERN
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691009261 BALTIMORE
691009262 CAPITOL HEIGHTS
691009293 ACCOKEEK
691009489 SPRINGDALE
691009503 ▇▇▇▇▇▇▇▇▇
691009521 WASHINGTON
691009543 WASHINGTON
691009565 CHELTENHAM
691009566 ▇▇▇▇▇▇
691009571 UPPER MARLBORO
691009602 MITCHELLVILLE
691009626 LAUREL
691009638 WOODSTOCK
691009657 UPPER MARLBORO
691009687 WOODBRIDGE
691009709 WINDSOR MILL
691009758 ▇▇▇▇▇▇▇
691009803 BALTIMORE
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691010016 EDGEWOOD
701003814 ADA
701004028 DETROIT
701004049 URBANA
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701004200 ▇▇▇▇▇▇
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711010717 ▇▇▇▇
711010945 WASHINGTON
711010984 WATERTOWN
711011014 AYER
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721010769 LUBBOCK
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721011071 LAHAINA
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721011301 PEORIA
721011321 PHILADELPHIA
721011348 LEAGUE CITY
721011425 PHOENIX
721011428 CRAWFORDSVILLE
721011450 ▇▇▇▇▇▇▇
721011469 SPARKS
721011481 GLENDALE
721011489 SPARKS
721011509 RIVERSIDE
721011538 ▇▇▇▇▇▇▇
741016419 ▇▇▇▇▇▇▇
741016517 GRAND GORGE
741016665 ▇▇▇▇▇▇▇
741016692 PIEDMONT
741016750 VIRGINIA BEACH
741016758 ▇▇▇▇▇▇
741016780 BALTIMORE
741016788 FRANKLIN
741016825 HICKORY
741016888 SUMTER
741016955 ST. PETERSBURG
741017037 ROCKDALE
741017135 OCEAN SPRINGS
741017209 ▇▇▇▇▇
741017222 ANISTON
741017253 MISSOURI CITY
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741017288 MEMPHIS
741017295 DALLAS
741017317 EDINBURG
741017334 ▇▇▇▇▇▇
741017390 LANCASTER
741017413 INDIANAPOLIS
741017429 ▇▇▇▇▇▇
741017437 PHILADELPHIA
741017442 CONCORD
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741017451 BALTIMORE
741017507 ROCK
741017529 DAYTON
741017576 PALM BAY
741017638 ▇▇▇▇▇▇
761016345 CHICAGO
761016501 PROCTORVILLE
761016607 CALUMET CITY
761016616 HAMBURG
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761016740 TOLEDO
761016774 ▇▇▇▇▇▇
761016827 ADA
761016845 ▇▇▇▇
761016912 JUDSONIA
761016922 SOUTH ROCKWOOD
761016951 MADISON
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761017000 CHICAGO
761017011 MERRILLVILLE
761017024 ELYRIA
761017055 HAMDEN
761017074 PERRYVILLE
761017097 ▇▇▇▇▇▇
761017147 BROOK PARK
761017162 MEMPHIS
761017171 WILLISTON
761017173 SALTILLO
761017208 CUYAHOGA FALLS
761017233 BRIDGEPORT
761017238 ALTOONA
761017309 AURORA
761017316 CHICAGO
761017334 VINELAND
761017336 COLUMBUS
761017339 PADUCAH
761017351 ▇▇▇▇▇▇
761017355 WARWICK
761017376 WOOLWICH
761017406 LAKE IN THE HILLS
761017421 TUSCALOOSA
791006423 HARTSEL
791006925 HOLLISTER
791006989 TAZEWELL
791006996 BIRMINGHAM
791007000 STUARTS DRAFT
791007112 ▇▇▇▇▇
791007122 MAX ▇▇▇▇▇▇▇
791007133 BATTLE CREEK
791007157 LOUISIANA
791007202 MC ▇▇▇▇▇▇▇▇
791007210 DENVER
791007266 SHELL KNOB
791007279 MESA
791007292 BUTTE
791007333 HIGHLAND
791007406 DES MOINES
791007514 LIBERTY LAKE
831062911 WEIMAR
831063702 NORTH LAS VEGAS
831063711 SANTA CLARITA
831063720 LAS VEGAS
831063734 Covina
831063835 WOODBURY
831064128 SAYREVILLE
831064139 SHREWSBURY
831064146 BOROUGH OF ▇▇▇▇▇▇ ▇▇▇▇
831064153 Margate
831064225 RANCHO ▇▇▇▇▇▇▇
831064256 SPRINGFIELD
831064357 SAN BERNARDINO
831064462 SOUTH OZONE PARK
831064565 JACKSONVILLE
831064570 BROOKLYN
831064585 SHELBY
831064807 ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
831065151 ▇▇▇▇▇▇▇
831065202 ▇▇▇▇▇▇ PARK
831065204 MIDDLE TOWNSHIP
831065207 LAUREL
831065483 INDIO
831065489 NEW WINDSOR
831065501 SARATOGA SPRINGS
831065508 Linden
831065585 WINTHROP
831065650 Plant City
831065941 TAMARAC
831065942 NORTH LAUDERDALE
831065944 HOMESTEAD
831065949 MIAMI
831065953 CHICAGO
831065984 MIAMI
831065987 WILMINGTON
831066000 ROSEMEAD
831066003 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇) LOS ANGELES
831066107 AGAWAM
831066129 ▇▇▇▇▇▇▇▇
831066149 MONTVILLE
831066150 LAUDERHILL
831066169 COVELO
831066170 NORWALK
831066231 BAYSIDE
831066241 AMITYVILLE
831066294 PALM HARBOR
831066328 ▇▇▇▇▇▇ VALLEY
831066330 MOBILE
▇▇▇▇▇▇▇▇▇ LOS ANGELES
831066349 COLLEGE POINT
831066373 DEDHAM
831066374 ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
831066385 DELTONA
831066427 WASHINGTON
831066429 KINGSTON
831066432 ISLAND PARK
831066433 BROOKLYN
831066484 ROSEDALE
831066491 RIVERDALE
831066508 PALMDALE
831066550 LONG BRANCH
831066565 LEICESTER
831066567 CANOGA PARK
831066572 ▇▇▇▇▇▇▇▇
831066674 NEWARK
831066676 ▇▇▇▇▇▇▇ TWP.
831066677 IRVINGTON
831066678 NORTH COVENTRY TWP.
831066681 PACOIMA
831066682 SPOKANE
831066683 COACHELLA
831066728 TEHACHAPI
831066765 LONG BEACH
831066766 CANYON LAKE
831066774 ROSEVILLE
831066775 NORCO
831066783 MURRIETA
831066936 LAS VEGAS
831067316 SANTA ▇▇▇
831067320 DALLAS
831067337 PHILADELPHIA
831067349 ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
831067658 NAPLES
831067663 Valrico
831067697 LAKELAND
831067713 LAKELAND
831067715 CLEARWATER
831067806 PAWTUCKET
831068116 SAN BERNARDINO
831068127 ▇▇▇▇▇▇▇
831068192 PHILADELPHIA
831068247 PHOENIX
831068250 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇▇)
831068318 EAST MEADOW
831068321 PORT CHARLOTTE
831068323 CONSHOHOCKEN
831068329 BARNEGAT ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
831068403 EAST HARTFORD
831068471 CASSELBERRY
831068565 MODESTO
831068566 BAKERSFIELD
831068568 RIVERSIDE
831068575 LANCASTER
831068590 ORANGE
831068591 SOUTH ▇▇▇▇▇▇
831068599 BAYVILLE
831068750 TAMPA
831068774 ONTARIO
831069033 RIALTO
841012837 FENNVILLE
841012891 ROSCOMMON
841013122 SOUTH ▇▇▇▇▇▇▇▇
841013693 HIGHLAND
841014224 MUSKEGON
841014283 OAK PARK
841014798 SOUTHGATE
841014966 MUNITH
841014989 WESTLAND
841015181 MUSKEGON
841015262 WHITE LAKE
841015278 FLUSHING
841015371 GRAND RAPIDS
841015419 ▇▇▇▇▇▇
841015431 CHESTERFIELD TWP
841015636 FLINT
841015733 ▇▇▇▇
841015769 ORLANDO
841015770 ▇▇▇▇▇ PARK
841015970 ▇▇▇▇▇▇
841015974 ▇▇▇▇▇ PARK
841015985 SAND LAKE
841015990 ▇▇▇▇▇
841016009 ▇▇▇▇▇▇▇▇▇▇
841016044 HARTFORD
841016046 ▇▇▇▇▇▇
841016083 ▇▇▇▇
841016099 ▇▇▇▇▇▇
841016128 INKSTER
841016185 WESTLAND
841016191 ▇▇▇▇
841016212 BENZONIA
841016313 CADILLAC
841016480 KENTWOOD
841016574 GRAND RAPIDS
841016720 ▇▇▇▇▇▇
841016736 DETROIT
841016827 LANSING
841016915 MANISTEE
841016926 FLINT
841016929 ▇▇▇▇▇
841017031 DETROIT
841017072 FERNDALE
841017108 ST CLAIR
841017111 ▇▇▇▇ OAK
841017127 SPRINGPORT
841017170 KALAMAZOO
841017201 MUSKEGON
841017239 ▇▇▇▇▇▇▇▇▇▇
841017246 INDIANAPOLIS
841017285 PINE CITY
841017341 LUTHER
841017361 LAPEER
841017381 ▇▇▇▇▇ RAPIDS
841017462 ▇▇▇▇▇▇
841017463 REDFORD
841017584 BATTLE CREEK
841017617 GREENVILLE
841017640 ▇▇▇▇▇ PARK
841017655 ▇▇▇▇▇▇
841017731 LAKELAND
841017750 FERRYSBURG
841017764 SOUTHFIELD
841017778 ▇▇▇▇▇▇▇
841017796 ▇▇▇▇▇▇▇
841017804 DETROIT
841017838 LINCOLN PARK
841017881 TECUMSEH
841017886 MUSKEGON
841017905 LINCOLN PARK
841017925 MELVINDALE
841018016 MC ▇▇▇▇
841018042 GRAND RAPIDS
841018058 WATERFORD
841018072 WATERFORD
841018119 ▇▇▇▇▇▇
841018135 DEARBORN HEIGHTS
841018223 BELLEVILLE
841018247 FERNDALE
841018295 HOLLAND
841018320 MONROE
841018342 DETROIT
841018346 THREE RIVERS
841018358 LITCHFIELD
841018379 MUSKEGON
841018382 ▇▇▇▇▇▇▇
841018409 PONTIAC
841018443 ▇▇▇▇▇▇
841018466 SAINT ▇▇▇▇▇▇▇
841018541 SAGINAW
841018547 ▇▇▇▇▇▇
841018561 LAMBERTVILLE
841018615 MONROE
841018776 OVID
841018791 CHICAGO
841018802 DETROIT
841018834 GRAND RAPIDS
841018903 ALBION
841018943 ▇▇▇▇▇▇
841018944 FREEPORT
841018973 MUSKEGON
841018989 CHELSEA
841019019 TECUMSEH
841019029 THREE RIVERS
841019038 ▇▇▇▇▇▇
841019063 LANSING
841019112 DETROIT
841019185 ▇▇▇▇▇▇
841019224 MUSKEGON
841019319 GRAND RAPIDS
841019378 ▇▇▇▇▇▇
841019440 ▇▇▇▇
841019493 NEW BOSTON
841019843 EASTPOINTE
841020181 KENT CITY
841020282 WAYLAND
861001540 PLAINFIELD CITY
861002333 MELBOURNE
861002339 ST PETERSBURG
861002457 SPRING HILL
861002909 BRADENTON
861002986 MIAMI
861002998 CLEARWATER
861003001 INTERLACHEN
861003085 TAMPA
861003113 ▇▇▇▇▇▇
861003115 MYAKKA CITY
861003236 ST PETERSBURG
861003312 ZEPHYRHILLS
861003325 CLEARWATER
861003343 LAND O LAKES
861003360 CRYSTAL RIVER
861003374 JACKSONVILLE
861003382 CRYSTAL RIVER
861003414 THONOTOSASSA
861003416 TAMPA
861003433 BRADENTON
861003450 PORT ▇▇▇▇▇▇
861003473 LAKELAND
861003489 TAMPA
861003531 NORTH PORT
861003532 ▇▇▇▇▇▇
861003558 BRADENTON
861003574 NORTH PORT
861003603 BRADENTON
861003643 RUSKIN
871004518 BARNEGAT
871004649 WASHINGTON
871004842 BURLINGTON
871005201 WILLINGBORO
871005245 LACEY TOWNSHIP
871005322 NORTH BRUNSWICK
871005420 BAYONNE
871005427 WEST PATERSON
871005435 EAST ORANGE
871005536 WASHINGTON
871005584 MIAMI
871005645 GUTTENBERG
871005657 SOUTH TOMS RIVER
871005666 ELMWOOD PARK
871005678 ▇▇▇▇▇▇▇▇
871005715 HICKSVILLE
871005724 NEWARK
871005728 NORTH ARLINGTON
871005771 BOONTON
871005789 HACKENSACK
871005798 LINDEN
871005839 CHAMBERSBURG
871005909 NAUGATUCK
871005931 BERGENFIELD
871005966 POUGHKEEPSIE
871005969 ▇▇▇▇▇▇▇▇▇▇
871006095 NEWARK
871006111 WINTER HAVEN
-----------------------------------------------------------
2,927 Group I
-----------------------------------------------------------
031042680 LOS ANGELES
031043071 PASADENA
031043608 STUDIO CITY
031043710 RANCHO CUCAMONGA
031043875 APPLE VALLEY
031043971 CHATSWORTH
031043977 SACRAMENTO
031043983 SAN LEANDRO
031043984 WOODLAND HILLS
031043993 SACRAMENTO
031044053 ▇▇▇▇▇▇ VALLEY
031044078 COLORADO SPRINGS
031044089 PALMDALE
031044094 LOS BANOS
031044147 ▇▇▇▇▇▇▇ OAKS
031044176 LAS VEGAS
031044268 NORTH HOLLYWOOD
031044408 COVINA
031044457 LAS VEGAS
031044504 COCONUT CREEK
031044518 PALM DESERT
031044536 BAKERSFIELD
031044546 VAN NUYS
031044567 NAPA
031044578 SAN CLEMENTE
031044615 OAKLAND
031044636 LANCASTER
031044643 BEND
031044670 LAS VEGAS
031044680 NORTH HILLS
031044682 ▇▇▇▇
031044688 MERCED
031044706 ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇)
031044718 POMONA
031044722 SUNLAND
031044725 PASADENA
031044760 SOUTH GATE
031044789 FRESNO
031044798 SIGNAL HILL
031044809 RIVERSIDE
031044814 LOS ANGELES
031044859 LA HABRA HEIGHTS
031044884 SUNLAND
031044890 TWIN PEAKS
031044892 ATASCADERO
031044925 SUNLAND
031044960 THOUSAND OAKS
031044977 ▇▇▇▇▇▇▇▇▇ RANCH
031044982 COSTA MESA
031044987 MURRIETA
031044988 PALMDALE
031045251 LANCASTER
051064671 ATLANTA
051064957 BATON ROUGE
051065064 ST ▇▇▇▇▇▇ ISLAND
051065178 ATLANTA
051065321 JACKSONVILLE
051065355 MEMPHIS
051065565 LEESBURG
051065716 BIRMINGHAM
051065762 DOUGLASVILLE
051065909 FAIRBURN
051065979 SNELLVILLE
051066067 JONESBORO
051066079 ROCKMART
051066194 ▇▇▇▇▇▇▇▇
051066199 RIVERDALE
051066261 INDIANOLA
051066443 ▇▇▇▇▇▇▇
051066520 ▇▇▇▇▇▇
051066542 MCDONOUGH
051066606 BIRMINGHAM
051066613 ▇▇▇▇▇▇
051066695 KENNESAW
051066719 ▇▇▇▇▇▇▇▇▇
051066746 CHELSEA
051066770 CHATTANOOGA
051066782 ▇▇▇▇▇▇▇▇▇
051066791 CANTON
051066818 PHENIX CITY
051066819 KENNESAW
051066892 BIRMINGHAM
051066930 SAVANNAH
051066956 JACKSONVILLE
051066957 ARNOLDSVILLE
051066965 SPRING HILL
051066981 FAIRBURN
051066985 MABLETON
051067119 STOCKBRIDGE
051067142 FRANKLINTON
051067151 DALLAS
051067159 ATLANTA
051067197 CARROLLTON
051067212 FAIRBURN
051067219 ATLANTA
051067363 THIBODAUX
051067365 THIBODAUX
051067387 MEMPHIS
051067431 NEW ORLEANS
051067487 JACKSONVILLE
051067490 COLLEGE PARK
051067515 GAINESVILLE
051067528 BATON ROUGE
051067595 BATON ROUGE
051067749 ▇▇▇▇▇▇▇
051067794 PLEASANT GROVE
051067843 LOGANVILLE
051067881 AUGUSTA
051067922 DOUGLASVILLE
051067924 DOUGLASVILLE
051067994 KNOXVILLE
051068077 SUWANEE
051068128 HARVEST
051068168 ALPHARETTA
051068236 ATLANTA
051068253 MAGNOLIA
051068276 DULUTH
051068313 ▇▇▇▇▇▇
051068421 BIRMINGHAM
051068464 TALLAHASSEE
051068470 DOUGLASVILLE
051068545 LA PLACE
051068616 RESERVE
051068730 KEY WEST
051068832 COLLEGE PARK
051068842 STONE MOUNTAIN
051068869 DECATUR
051068902 CANTON
051068926 ▇▇▇▇▇▇▇▇▇
051068927 ROCK SPRING
051069003 FLOWER BRANCH
051069048 ▇▇▇▇▇▇
051069054 MANDEVILLE
051069238 SOUTHAVEN
051069245 HORN LAKE
051069259 RUSSELLVILLE
051069334 ▇▇▇▇▇ ▇▇▇▇▇
051069337 DERIDDER
051069357 LA PLACE
051069361 MARIETTA
051069376 ROSSVILLE
051069590 ▇▇▇▇▇▇
051069624 DOUGLASVILLE
051069657 ▇▇▇▇▇▇▇
051069662 BATON ROUGE
051069679 ATLANTA
051069786 ANTIOCH
051069814 MEMPHIS
051069823 ▇▇▇▇▇▇▇▇
051069853 OLIVE BRANCH
051069923 NEWNAN
061066579 COLUMBUS
061066618 COLUMBUS
061066859 UNIONTOWN
061067077 AURORA
061067237 LEXINGTON
061067624 DAYTON
061067703 STAMFORD
061067735 WEST ALEXANDRIA
061067799 RICHWOOD
061067821 SOUTH CHARLESTON
061067838 LOUISVILLE
061067987 CINCINNATI
061068015 ZANESVILLE
061068149 MILFORD
061068180 AUSTINTOWN
061068185 WINCHESTER
061068203 N RIDGEVILLE
061068329 CORYDON
061068357 STUARTS DRAFT
061068363 CAMBRIDGE
061068416 PLANT CITY
061068423 MAUMEE
061068441 BLUFFTON
061068442 CINCINNATI
061068474 PORTSMOUTH
061068479 BEDFORD HEIGHTS
061068491 WELLINGTON
061068504 SELLERSBURG
061068602 CINCINNATI
061068608 COLUMBUS
061068694 ASHVILLE
061068697 CHAGRIN FALLS
061068704 DOYLESTOWN
061068718 SCIENCE HILL
061068796 INDEPENDENCE
061068814 ASHVILLE
061068861 TOLEDO
061068889 DAYTON
061068932 COLUMBUS
061068935 NEW RICHMOND
061068939 MADISONVILLE
061069010 CINCINNATI
061069052 MIDDLEVIEW
061069074 CINCINNATI
061069094 SPRINGFIELD
061069107 AKRON
061069173 SPRINGFIELD
061069270 BEECHMONT
061069414 TAYLORSVILLE
061069419 TORONTO
061069436 PHILADELPHIA
061069443 VIRGINIA BEACH
061069454 COLUMBUS
061069489 LAWRENCEBURG
061069625 MIAMI
061069803 CINCINNATI
061069861 DAYTON
061069919 LOUISVILLE
061070000 AVON LAKE
061070247 NORTH ROYALTON
061070297 ▇▇▇▇▇▇▇▇
061070419 PRINCESS ▇▇▇▇
061070466 ▇▇▇▇▇▇
061070498 TOLEDO
061070545 DAYTON
061070590 WILLIAMSBURG
061070620 CINCINNATI
061070629 WILLIAMSBURG
061070667 ▇▇▇▇▇▇ ▇▇▇▇
061070677 DELTA
061070691 JUPITER
061070694 ▇▇▇▇▇▇▇▇
061070706 SPRINGFIELD
061070724 VIRGINIA BEACH
061070771 PORTAGE
061070775 GEORGETOWN
061070860 BULLS GAP
061070867 LONDON
061070900 FINDLAY
061070916 WOOSTER
061070932 SIKESTON
061070940 BOWLING GREEN
061070986 MENTOR
061070991 BETTSVILLE
061071014 BRUNSWICK
061071030 TOLEDO
061071034 EAST CLEVELAND
061071100 COLUMBUS
061071147 LOVELAND
061071232 CHESAPEAKE
061071325 UPPER ARLINGTON
061071343 DAYTON
061071392 AKRON
061071432 EUCLID
061071446 ELYRIA
061071598 WARRENSVILLE HEIGHTS
061071809 FRAZEYSBURG
061072163 GREENVILLE
071072003 LAKELAND
071072613 PALM CITY
071072680 VERO BEACH
071072836 NAPLES
071072882 PUNTA GORDA
071072950 DELTONA
071072974 ORLANDO
071073041 LEIHIGH ACRES
071073044 ST CLOUD
071073105 ▇▇▇▇▇▇ CITY
071073127 LAKE WALES
071073132 LAKELAND
071073142 LEESBURG
071073165 LEESBURG
071073203 FT LAUDERDALE
071073225 MELBOURNE
071073248 LAKELAND
071073265 ORLANDO
071073266 ORLANDO
071073296 VERO BEACH
071073304 ORLANDO
071073305 ORLANDO
071073335 PALM BAY
071073344 CAPE CANAVERAL
071073413 WEST PALM BEACH
071073419 FT ▇▇▇▇▇
071073425 OCOEE
071073754 PORT ST LUCIE
071073773 TAMPA
101056982 FLINT
101057178 CHANDLER
101057446 MT PLEASANT
101057472 ▇▇▇▇▇▇▇
101057579 CANTON
101057580 ▇▇▇▇▇▇▇▇▇
101057621 OMAHA
101057686 DALLAS
101057711 LEWISVILLE
101057782 MESA
101057824 RICHMOND
101057859 FORT WORTH
101057901 DESOTO
101057937 ▇▇▇▇▇
101057994 GRAND PRAIRIE
101058088 ▇▇▇▇▇▇▇
101058121 MIDLOTHIAN
101058131 REYNOLDSBURG
101058237 FORT WORTH
101058259 OAK POINT
101058265 COPPERAS COVE
101058275 DESOTO
101058289 DESOTO
101058328 IRVING
101058334 CARROLLTON
101058339 VENUS
101058342 KELLER
101058356 TYLER
101058358 SAN ANTONIO
101058360 BEAUMONT
101058370 SAN ANTONIO
101058376 ▇▇▇▇▇
101058384 MESQUITE
101058387 TEMPLE
101058400 CORPUS CHRISTI
101058407 MARYVILLE
101058421 MARICOPA
101058427 MISSOURI CITY
101058435 GARLAND
101058440 PENSACOLA
101058441 VENUS
101058446 ARLINGTON
101058479 HOUSTON
101058496 FORT WORTH
101058521 ▇▇▇▇▇▇
101058523 BRIDGEPORT
101058532 FORT WORTH
101058555 TEXAS CITY
101058563 MESQUITE
101058587 MANSFIELD
101058590 STANFORD
101058600 GARLAND
101058604 GARLAND
101058606 HOUSTON
101058612 EULESS
101058619 FORNEY
101058635 FORNEY
101058639 ▇▇▇▇▇ HEIGHTS
101058650 LAKEWAY
101058662 ROCKWALL
101058671 ▇▇▇▇▇▇▇
101058676 DESOTO
101058684 CORPUS CHRISTI
101058689 ROWLETT
101058698 AMARILLO
101058755 CLEBURNE
101058758 ▇▇▇▇▇▇
101058765 ▇▇▇▇▇▇▇▇
101058771 FRISCO
101058785 WYLIE
101058795 PEARLAND
101058805 ▇▇▇▇▇
101058820 ARLINGTON
101058822 FORT WORTH
101058876 FORT WORTH
101058931 ▇▇▇▇▇▇
101058958 ▇▇▇▇
101058966 NEW BRAUNFELS
101059017 LAREDO
101059027 SACHSE
101059029 DUNCANVILLE
101059033 DUNCANVILLE
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171032581 HUTTO
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191030428 TACOMA
191030855 PERRIS
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191031030 TUMWATER
191031060 PASCO
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191031977 LACEY
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191032233 BREMERTON
191032241 SEATAC
191032298 KLAMATH FALLS
191032470 MEDFORD
191032520 PUYALLUP
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191032764 KIRKLAND
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211045221 MONCKS CORNER
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211046053 WALDORF
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211046258 SNELLVILLE
211046283 CORAL SPRINGS
211046287 NEWPORT NEWS
211046316 RALIEGH
211046331 FREDERICKSBURG
211046431 CHESAPEAKE
211046482 DALLAS
211046491 GLOUCESTER
211046556 CHARLOTTE
211046663 HUNTSVILLE
211046676 NORFOLK
211046678 GREENSBORO
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211046734 JONESBORO
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211046763 LITHONIA
211046846 NORFOLK
211046899 VIRGINIA BEACH
211046901 ATLANTA
211046902 ALTAVISTA
211046907 ALTAVISTA
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211046951 WASHINGTON
211046959 WINDER
211046970 JONESBORO
211047007 MOBILE
211047057 WALDORF
211047071 HAMPTON
211047089 ORANGE PARK
211047090 ROANOKE
211047162 NASHVILLE
211047179 FORT MYERS
211047196 WOODBRIDGE
211047224 GREENVILLE
211047290 VIRGINIA BEACH
211047311 SEMMES
211047335 MCGAHEYSVILLE
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211047371 WINSTON SALEM
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211047474 NORFOLK
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211047486 WILLIAMSBURG
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231080964 ROTTERDAM
231081420 SYOSSET/OYSTER BAY
231081486 ROCKLEDGE
231081798 WARWICK
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231084994 BOSTON
231085006 HAMBURG
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231085038 TOWNSHIP OF LACKAWAXEN
231085096 BOSTON
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231085148 CHELTENHAM
231085178 ATTLEBORO
231085231 TOWN OF SPARTA
231085300 SUITLAND
231085371 PROVIDENCE
231085376 BANGOR
231085454 OLIVE
231085530 NEWARK
261057632 LILLINGTON
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261057763 BIRMINGHAM
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261058151 CANTON
271026739 WARREN
271028466 MILLSTADT
271028572 HORSESHOE BEND
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271028714 TEMPLE CITY
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271029013 FAIRFIELD
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271029185 BELVIDERE
271029201 MURRIETA
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271029625 BLACKSBURG
271029666 BOURNE
271029700 FONTANA
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331049329 BROOKLYN
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351038553 HUMBLE
351038554 HOUSTON
351038564 SANTA FE
351038584 LIBERTY HILL
351038620 HOUSTON
351038654 SPRING
351038760 HOUSTON
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351038803 HOUSTON
351038829 HOUSTON
351038838 ROCKPORT
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351038906 ROSENBERG
351038923 KYLE
351038931 ARLINGTON
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351038983 HOUSTON
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351039020 SPRING
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351039063 PORTER
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351039094 DAYTON
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351039115 HOUSTON
351039140 HOUSTON
351039142 HOUSTON
351039158 HOUSTON
351039166 GARLAND
351039252 TEXAS CITY
351039270 AUSTIN
351039282 CYPRESS
351039300 MISSOURI CITY
351039409 CORPUS CHRISTI
351039568 RICHMOND
361030634 FRANKLIN
361030877 MONROE
371033487 YULEE
371034175 POMPANO BEACH
371034258 LEESBURG
371034699 OCALA
371034818 LAKE CITY
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371034937 ORLANDO
371035097 POTOMAC
371035186 CLOVER
371035201 PENSACOLA
371035220 GALLATIN
371035243 HYPOLUXO
371035248 OCALA
371035362 ORLANDO
371035366 EDGEWATER
371035379 OCALA
371035395 DELTONA
371035454 BRADENTON
371035465 ORLANDO
371035506 FERNANDINA BEACH
371035542 VALRICO
371035581 CANTONMENT
371035613 TAMPA
371035619 JACKSONVILLE
371035674 CASSELBERRY
371035687 DEBARY
371035745 APOPKA
371035752 MIAMI
371035780 PARKLAND
371035842 LARGO
371035850 FORT LAUDERDALE
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371035941 PORT ST LUCIE
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371036025 ORLANDO
371036028 BARTOW
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371036069 COCOA
371036118 DELTONA
371036147 KISSIMMEE
371036291 BUSHNELL
371036337 OSTEEN
371036360 PHENIX CITY
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371036381 JACKSONVILLE
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371036413 DELAND
371036435 BRADENTON
371036459 SAINT AUGUSTINE
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371036466 ORMOND BEACH
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371036522 TALLAHASSEE
371036541 BRADENTON
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371036727 MOUNT DORA
371036803 JACKSONVILLE
371036839 JACKSONVILLE
371036862 JACKSONVILLE
371036979 KISSIMMEE
371037012 LAKELAND
371037065 WEST PALM BEACH
371037079 PINELLAS PARK
371037084 LAKELAND
371037108 WESLEY CHAPEL
371037131 BOYNTON BEACH
371037136 SAINT PETERSBURG
371037170 DEBARY
371037171 PALMETTO
371037190 FORT MYERS
371037191 MOUNT DORA
371037228 PORT ST LUCIE
371037262 ORLANDO
371037269 LOUISVILLE
371037280 ORMOND BEACH
371037321 JACKSONVILLE
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371037351 INVERNESS
371037441 LAKELAND
371037462 JACKSONVILLE
371037674 ORLANDO
371037681 HOLIDAY
371037722 WELLINGTON
371037738 LAKELAND
371037760 TEMPLE TERRACE
371037780 MELBOURNE
371037807 ORANGE PARK
371037828 JACKSONVILLE
371037834 PALM BAY
371037908 CLEARWATER
371037972 KISSIMMEE
371038021 BRADENTON
371038024 COCOA
371038026 BRADENTON
371038118 PENSACOLA
371038686 JACKSONVILLE
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381028414 PROVIDENCE
381028552 PROVIDENCE
381028567 NORTON
381028579 CRANSTON
381028581 BILLERICA
381028593 BOSTON
381028597 WEST WARWICK
381028661 PROVIDENCE
381028704 CUMBERLAND
381028836 PROVIDENCE
381028840 WEST DENNIS
381028860 SAINT PETERSBURG
381028887 YARMOUTHPORT
381028951 WEST ROXBURY
381028999 WESTMINSTER
381029018 DENNIS
381029043 NEW BEDFORD
381029049 WINTHROP
381029052 NEW BEDFORD
381029084 WARREN
381029103 HULL
381029123 WARWICK
381029147 MATTAPOISETT
381029155 PROVIDENCE
381029208 PLYMOUTH
381029244 JOHNSTON
381029284 MARBLEHEAD
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391016826 ANTIOCH
391017300 HELENA
401008592 W. HAVEN
401008609 BAYSHORE
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401009296 WINGDALE
401009414 HINGHAM
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401009535 ORLANDO
401009543 PRINCETON
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401009560 WEST CREEK
401009690 SUDBURY
401009773 FORT WORTH
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401009852 NEWNAN
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511044718 TUCSON
511045066 INGLEWOOD
511045470 ALEXANDRIA
511046132 CHINO
511046777 ORANGE
511047128 INDIANTOWN
511047637 PARKER
511047683 STEVENSON RANCH
511047765 ELK GROVE
511047782 HALLANDALE
511047898 ELK GROVE
511047979 HESPERIA
511048013 MIRAMAR
511048079 MULBERRY
511048179 GRANTS PASS
511048187 MC LEAN
511048256 BARTOW
511048262 RIVERSIDE
511048269 TEHACHAPI
511048275 ORANGE
511048445 APOLLO BEACH
511048455 WESTLAND
511048518 SAN DIEGO
511048609 PARKER
511048695 KIMBERLY
511048704 ROWLAND HEIGHTS AREA
511048733 SIMI VALLEY
511048763 HUNTINGTON BEACH
511048845 LAKE FOREST
511048866 VICTORVILLE
511048966 LAMPE
511048984 FRESNO
511049034 CARMEL VALLEY
511049090 SANTA ANA
511049171 SANTA ANA
511049210 LOS ANGELES
511049236 WHITTIER AREA
511049353 ORANGE
511049354 PERRIS
511049362 LOS ANGELES
511049560 MIAMI
511049569 VANCOUVER
511049592 MOJAVE
511049683 MURRIETA
511049713 MURRIETA
511049771 RIDGECREST
511049819 LOS ANGELES
511049852 SANTA ANA
511049956 BLYTHE
511049965 SAN CLEMENTE
511050032 SUISUN CITY
511050059 ONTARIO
511050072 IRVINE
511050124 VICTORVILLE
511050171 VICTORVILLE
511050283 DIAMOND BAR
511050288 SANTA ANA
511050339 PHOENIX
511050379 CARSON
511050414 VISALIA
511050467 ORANGE
511050739 YUMA
521038470 PEKIN
521038535 CORNELL
521038559 MONTGOMERY
521038721 CLINTON
521038927 YORKVILLE
521039317 RIVERDALE
521039453 PERRY
521039515 STANFORD
521039557 COUNTY CLUB HILLS
521039579 SAINT LOUIS
521039641 RIVER FALLS
521039671 BOURBONNAIS
521039755 GREENFIELD
521039766 INDEPENDENCE
521039916 MUNDELEIN
521039996 SOUTH CHICAGO HEIGHTS
521040026 ALBANY
521040258 ELKHART
521040337 MONTGOMERY
521040343 INDIANAPOLIS
521040349 DOLTON
521040368 LEES SUMMIT
521040389 ELKHART
521040520 PARK FOREST
521040535 SULLIVAN
521040591 GALVESTON
521040619 ST. LOUIS
521040630 PARK FOREST
521040647 ST. LOUIS
521040665 FRANKLIN
521040759 MILWAUKEE
521040851 LANSING
521041014 BRIGHTON
521041026 INDIANAPOLIS
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521041075 MILLERSBURG
521041096 PARIS
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521041212 MONTGOMERY
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521041320 FARMINGTON
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521041402 BELLEVILLE
521041428 ZION
521041456 YORKVILLE
521041497 BETHPAGE
521041498 ROSEMONT
521041533 ROUND LAKE BEACH
521041590 CREVE COEUR
521041601 WINTER HAVEN
521041642 SOUTH BEND
521041664 CHICAGO
521041706 MAYWOOD
521041720 WHITE HALL
521041761 MECHANICSBURG
521041809 CHICAGO
521041872 MARTINSVILLE
521041926 CHICAGO
521042050 CROMWELL
521042051 LADSON
521042086 LADSON
521042192 MARION
521042195 MT WASHINGTON
521042198 MILROY
521042379 CHICAGO
521042407 EAST TROY
521042456 OTTUMWA
521042487 RIVERDALE
521042658 BRANSON
521042698 PLAINFIELD
521042708 BRISTOL
521042726 LA PORTE
521042770 GRAIN VALLEY
521042812 FORT WAYNE
521042858 ST ROBERT
521042990 CHICAGO
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521043065 CHICAGO
521043099 MICHIGAN CITY
521043103 LYONS
521043197 BRIDGMAN
521043201 BROWNSBURG
521043212 CHICAGO
521043215 OFALLON
521043260 SAINT LOUIS
521043284 ST LOUIS
521043398 NILES
521043505 ST LOUIS
521043532 DOLTON
521043546 INGLESIDE
521043561 PATASKALA
521043592 HOFFMAN ESTATES
521043755 ARLINGTON HEIGHTS
521043770 SIKESTON
521043771 SIKESTON
521043782 WICHITA
521043785 STICKNEY
521043858 ST. LOUIS
521043895 CANAL WINCHESTER
521043931 INDIANAPOLIS
521043950 FESTUS
521044036 LAGRANGE
521044143 HAYSVILLE
521044152 ST LOUIS
521044157 MILWAUKEE
521044199 BASEHOR
521044272 CHICAGO
521044273 CHICAGO
521044322 EDWARDSVILLE
521044354 WAUKEGAN
521044364 ST LOUIS
551010922 CLEBURNE
551011318 BRISTOW
551011756 HUMBLE
551011763 CUT OFF
551011925 HOUSTON
551012897 SKIATOOK
551013408 SAPIRO
551013533 FORT WORTH
551013777 WACO
551014077 DEER PARK
551014372 ABILENE
551014455 ARLINGTON
551014482 BLANCHARD
551014503 BEDFORD
551014514 ARLINGTON
551014673 FATE
551014716 EDMOND
551014731 ROCKWALL
551014797 CANUTILLO
551014809 CHICKASHA
551014868 ELK CITY
551014881 BEAUMONT
551014919 WINDTHORST
551014966 GRAND PRAIRIE
551015002 WESLACO
551015036 HOT SPRINGS
551015043 CONVERSE
551015090 DALLAS
551015093 DALLAS
551015095 LANTANA
551015174 TULSA
551015182 MCALLEN
551015195 BONHAM
551015200 DALLAS
551015202 NORTH LITTLE ROCK
551015223 KILLEEN
551015225 EMORY
551015299 THE WOODLANDS
551015306 COPPERAS COVE
551015313 GRAND PRAIRIE
551015336 FREDERICKSBURG
551015367 PLANO
551015370 TYE
551015374 WACO
551015457 SAN ANTONIO
551015494 LAS VEGAS
551015532 ODESSA
551015547 AMARILLO
551015563 GLENN HEIGHTS
551015578 LAWTON
551015612 ARLINGTON
551015668 SPRING
551015697 BROKEN ARROW
551015800 SAN ANTONIO
551015801 KYLE
551015843 COPPERAS COVE
551015882 KINGSVILLE
551015930 KILLEEN
551016010 ALLEN
551016011 SPRING
551016041 MCALLEN
551016052 FAYETTEVILLE
551016079 VICTORIA
551016086 DALLAS
551016095 ANNA
551016096 LAKE JACKSON
551016120 FORT WORTH
551016129 LAS VEGAS
551016169 ARLINGTON
551016206 MIDLAND
551016231 LAWTON
551016233 TULSA
551016270 MCKINNEY
551016280 ARLINGTON
551016294 FORT WORTH
551016300 EL PASO
551016321 HAMILTON
551016348 BASTROP
551016361 SPRING
551016374 DALLAS
551016426 FORT WORTH
551016494 LITTLE ELM
551016502 FRESNO
551016560 CROWLEY
551016564 DEL RIO
551016570 JENNINGS
551016593 EDMOND
551016647 RICHMOND
551016667 FORT WORTH
551016727 FORT WORTH
551016781 OKLAHOMA CITY
551016812 WEATHERFORD
551016877 GRAND PRARIE
551016885 LUBBOCK
551016942 SAN ANTONIO
551016954 ARLINGTON
551016955 KILLEEN
551016965 PHARR
551016986 PALMER
551017034 CROWLEY
551017142 MISSION
551017152 KRUM
551017200 FORT WORTH
551017249 YUKON
551017250 OKLAHOMA CITY
551017437 EARLY
551017456 GRAND PRAIRIE
551017471 BURLESON
551017535 GLENDALE
551017667 RICHARDSON
551017680 EL PASO
551017686 EL PASO
551017706 SAN ANTONIO
551017719 SAN ELIZARIO
551017754 TEMPLE
551017762 HOUSTON
551017817 FORNEY
551017825 SPRING
551017872 KILLEEN
551017878 CLEBURNE
551017884 MOUNT VERNON
551017950 HOUSTON
551017958 FORT WORTH
551018159 HOUSTON
551018170 JOSHUA
551018271 SAN ANTONIO
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551018398 KELLER
551018406 MCALLEN
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551018521 HURST
551018611 CEDAR HILL
551018624 HIGHLAND VILLAGE
551018711 FORT WORTH
551018728 FORT WORTH
551018746 BURLESON
551018790 FLOWER MOUND
551018817 KINGWOOD
551018825 HUMBLE
551018839 ARLINGTON
551018840 LANCASTER
551018936 YUKON
551018943 PERLAND
551018985 LITTLE ELM
551018993 SAN ANTONIO
551019085 SAN ANTONIO
551019094 COLLEGE STATION
551019113 BEDFORD
551019133 BROKEN ARROW
551019156 ARLINGTON
551019172 ALLEN
551019226 COLLEYVILLE
551019249 YUKON
551019272 BANDERA
551019348 TUTTLE
551019360 FORT WORTH
551019365 FORT WORTH
551019369 TEMPLE
551019402 DALLAS
551019435 SAN ANTONIO
551019447 NOLANVILLE
551019525 AUSTIN
551019540 ELLENWOOD
551019554 HASLET
551019558 SAN ANTONIO
551019575 LEANDER
551019601 TEMPLE
551019602 HORIZON
551019618 FORT WORTH
551019638 FORT WORTH
551019651 GRAND PRAIRIE
551019689 FORT WORTH
551019699 PORTSMOUTH
551019732 DENTON
551019764 SAN ANTONIO
551019765 ABILENE
551019772 EL PASO
551019826 AUBREY
551019829 DALLAS
551019836 BELTON
551019873 ARGYLE
551019905 RICHARDSON
551019919 SAN ANTONIO
551019929 EL PASO
551019937 SAN ANTONIO
551019987 SAN ANTONIO
551019988 TEMPLE
551020025 LAS VEGAS
551020055 HORIZON
551020120 OKLAHOMA CITY
551020125 ARLINGTON
551020225 SAN ANTONIO
551020236 FORT WORTH
551020238 HELOTES
551020324 CYPRESS
551020329 LONGVIEW
551020400 OAK POINT
551020413 TEMPLE
551020447 GLENWOOD
551020448 COLLEYVILLE
551020507 MCALLEN
551020658 TYLER
551020666 COLLEYVILLE
551020679 HUMBLE
551020766 DOUBLE OAK
551020943 WICHITA FALLS
581006651 SHINGLE SPRINGS
581008961 PORT ST LUCIE
581009267 LINCOLN
581009439 FERNLEY
581009713 TRACY
581009925 AMERICAN CANYON
581010033 EUREKA
581010075 RICHMOND
581010086 RENO
581010187 YELM
581010205 SACRAMENTO
581010244 SACRAMENTO
581010384 NAPA
581010401 LODI
581010575 TRUCKEE
581010582 OAKLAND
581010752 N LAS VEGAS
581010901 WOODINVILLE
581010958 PACIFICA
581010967 CROCKETT
581010968 AUBURN
581011032 FERNLEY
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581011132 SACRAMENTO
581011218 YUBA CITY
581011223 RICHMOND
581011301 SAN FRANCISCO
581011312 GRIDLEY
581011323 GRIDLEY
581011423 ROSEVILLE
581011428 ANTIOCH
581011449 SACRAMENTO
581011507 AUBURN
581011517 ELK GROVE
581011555 BRENTWOOD
581011558 SAN DIEGO
581011559 ROCKLIN
581011633 SACRAMENTO
581011642 ANGWIN
581011656 SANTA BARBARA
581011679 SAN RAFAEL
581011705 SACRAMENTO
581011706 GALT
581011754 MANTECA
581011761 ELK GROVE
581011776 BRENTWOOD
581011783 ONTARIO
581011784 MCKINLEYVILLE
581011807 MANTECA
581011812 RIO LINDA
581011813 ELK GROVE
581011828 ANTIOCH
581011895 DUBLIN
581011897 NOVATO
581011901 LATHROP
581011912 CASTRO VALLEY
581011938 FOLSOM
581011977 FRESNO
581011993 SAN RAFAEL
581012009 TRACY
581012022 OAKLAND
581012028 EL DORADO HILLS
581012032 AUBURN
581012052 RIVERVIEW
581012055 HAYWARD
581012091 HAYWARD
581012114 SPARKS
581012137 WESTWOOD
581012161 RANCHO MURIETA AREA
581012181 VOLCANO
581012265 SANTA CLARA
581012283 SPARKS
581012311 SALINAS
581012400 TEMECULA
581012401 SACRAMENTO
581012410 SAN DIEGO
611023208 WEST BABYLON
611023557 NEW HYDE PARK
611023631 ENGLEWOOD
611023651 HUNTINGTON STATION
611023653 GLENDALE
611023956 FREEPORT
611023972 ALLENTOWN
611024064 FAR ROCKAWAY
611024114 PATERSON
611024120 EASTCHESTER
611024151 MASSAPEQUA
611024210 ROSEDALE
611024308 BAYVILLE
611024315 UNIONDALE
611024317 UNIONDALE
611024326 CENTRAL ISLIP
611024339 SPRINGFIELD GARDENS
611024425 STATEN ISLAND
611024442 ROSEDALE
611024482 SPRINGFIELD
611024490 CENTRAL ISLIP
611024574 MIDDLETOWN
611024594 STATEN ISLAND
611024596 MIDDLETOWN
611024623 ROSLYN HEIGHTS
611024627 WHITESTONE
611024651 LAUDERDALE LAKES
611024667 JAMAICA
611024699 BROOKLYN
611024729 RICHMOND HILL
611024788 TEANECK
611024810 CENTRAL ISLIP
611024815 COPIAGUE (T/O BABYLON)
611024816 HOLBROOK
611024826 FREEPORT
611024833 FARMINGDALE
611024846 STATEN ISLAND
611024898 DARIEN
611024911 VALLEY STREAM
611024929 CORONA
611024964 BROOKLYN
611024971 BROOKLYN
611024979 HOLLIS
611025005 JAMAICA
611025036 WEST BABYLON
611025107 ISLIP TERRACE
621015661 FORT LAUDERDALE
621016505 FORT LAUDERDALE
621016514 PORT ST LUCIE
621016702 MIAMI
621016737 WEEKI WACHEE
621016792 MIAMI
621016810 MIAMI
621016825 TAMARAC
621016847 MIAMI
621016926 MIAMI
621016972 ORLANDO
621017038 MIAMI
621017044 PALM BAY
621017049 FORT LAUDERDALE
621017057 MIRAMAR
621017075 MIRAMAR
621017112 SOUTHWEST RANCHES
621017134 MIAMI
621017164 MIAMI
621017167 MIAMI
621017257 TAMARAC
621017299 LEHIGH ACRES
621017354 SUNRISE
621017399 LAKE WORTH
621017405 HIALEAH GARDENS
621017441 PALM BEACH GARDENS
621017450 MIAMI BEACH
621017455 COOPER CITY
621017468 DEERFIELD BEACH
621017481 LOUDONVILLE
621017533 LAUDERDALE LAKES
621017535 MIAMI
621017623 LEHIGH ACRES
621017721 MIAMI
621017751 MIAMI GARDENS
621017769 SANFORD
621017851 HOLLYWOOD
621017871 MIAMI GARDENS
621017962 PORT ST LUCIE
621018034 MIAMI
621018060 PARKLAND
621018080 MIRAMAR
621018091 HIALEAH
621018099 MIAMI
621018129 CAPE CORAL
621018135 MIAMI
621018140 HOMESTEAD
621018142 HOMESTEAD
621018150 MIAMI GARDENS
621018175 HOMESTEAD
621018178 MIAMI
621018205 MIAMI
621018251 MIAMI
621018254 BOYNTON BEACH
621018268 MIAMI
621018279 MARGATE
621018301 MIAMI
621018303 CORAL SPRINGS
621018313 KEY BISCAYNE
621018330 ORLANDO
621018347 OPA LOCKA
621018390 DAVIE
621018502 POMPANO BEACH
631011868 UNINCORPORATED AREA OF TEMECULA
631013318 VISALIA
631013516 CANYON COUNTRY AREA
631013710 CHULA VISTA
631013757 SACRAMENTO AREA
631013787 EL DORADO HILLS
631013880 MURRIETA
631013897 COLORADO SPRINGS
631013913 LA QUINTA
631013947 PITTSBURG
631013949 HENDERSON
631013951 ANTIOCH
631014130 LOS OSOS
631014140 SAN DIEGO
631014150 SUNLAND
631014168 ROSEVILLE
631014216 BAKERSFIELD
631014261 LOS ANGELES (SHERMAN OAKS AREA)
631014289 BAKERSFIELD
631014299 ANAHEIM
631014353 DELANO
631014407 OCEANSIDE
631014414 SACRAMENTO
631014426 SAN DIEGO
631014435 PALMDALE
631014441 MURRIETA
631014459 SAN DIEGO
631014466 RIVERSIDE
631014471 ADELANTO
631014486 CHULA VISTA
631014539 PALMDALE
631014619 OCEANSIDE
631014633 DANA POINT
631014644 BOISE
631014646 SAN JOSE
631014669 SAN DIEGO
631014713 SUN VALLEY AREA
631014753 CANYON LAKES
631014773 TORRANCE
631014808 ANZA
631014851 OAKLAND
631014889 WINCHESTER
631014901 DALY CITY
631014980 QUEEN CREEK
641015567 SHREVEPORT
651017660 SWAMPSCOTT
651017842 WASHINGTON
651018756 BRIDGEWATER
651019048 PENNSAUKEN
651019241 CHICAGO
651019503 EUCLID
651019537 FAYETTEVILLE
651019567 ADAIRSVILLE
651019588 LEESBURG
651019673 DETROIT
651019785 ROANOKE
651019787 SYLVIA
651019807 CLIFTON
651019837 NORTH TONAWANDA
651019871 EASTON
651019938 CAMDENTON
651019966 LEXINGTON
651019973 STROUDSBURGH
651020046 KENNESAW
651020087 LITTLE ROCK
651020261 N. LAS VEGAS
651020364 BRANDON
651020387 EDMOND
651020565 NORTH POTOMAC
651020586 STONE MOUNTAIN
651020627 CHAMPLIN
651020698 ACWORTH
651020723 MATTAPAN
651020737 AIKEN
651020738 BALTIMORE
651020755 PARKTON
651020776 NARRAGANSETT
651020925 SOMERSET
651021014 DACULA
651021017 ST SIMONS ISLAND
651021023 COLUMBUS
651021180 VIRGINIA BEACH
651021213 WENTZVILLE
651021218 NICEVILLE
651021246 MYRTLE BEACH
651021270 NORTHVILLE TOWNSHIP
651021349 PHEONIX
651021375 GARNER
651021382 MARIETTA
651021407 NEW IBERIA
651021435 MOBILE
651021465 ANKENY
661016071 SIMI VALLEY
661016238 MONTROSE
661016464 SAWYER
661016572 WINTER HAVEN
661016587 VENICE
661016659 SALTON CITY
661016779 WHITTIER
661016795 LAKE ELSINORE
661016940 RANCHO CUCAMONGA
661016971 BLYTHE
661017009 APPLE VALLEY
661017032 QUEEN CREEK
661017131 HENDERSON
661017304 LAS VEGAS
661017366 BLOOMINGTON
661017415 GAINESVILLE
661017501 INDIO
661017523 NEWHALL
661017553 SAN BERNARDINO
661017643 LA PUENTE
661017703 REDLANDS
661017728 INDIO
661017769 SANTA CLARA
661017854 INDIO
661017899 LOS ANGELES
661017943 RICHMOND
661017959 SAN PEDRO
661017962 SAN DIEGO
661017965 SAN BERNADINO
661017970 ALTADENA
661017980 PALMDALE
661017999 HIGHLAND
661018038 ANAHEIM
661018042 FONTANA
661018052 FONTANA
661018066 ELK GROVE
661018089 SAN BERNARDINO
661018187 DELANO
661018218 ORANGE
661018232 YUCAIPA
661018254 APPLE VALLEY
661018263 CORONA
661018355 SAN BERNARDINO
661018390 MURRIETA
661018411 DIAMOND BAR
661018415 PEARBLOSSOM
661018482 REDLANDS
661018602 HELENDALE
661018701 ROCKLEDGE
661018943 FONTANA
661018958 OLYMPIA
671009360 STEVENSON RANCH AREA
671011384 BURLINGAME
671011922 SAN CARLOS
671012088 EL DORADO HILLS
671012729 EAST PALO ALTO
671012895 MARIPOSA
671012951 MORGAN HILL
671013030 SACRAMENTO
671013042 ORANGE
671013179 REDWOOD CITY
671013216 ROLLING HILLS ESTATES
671013303 WESTLAKE VILLAGE
671013358 TRACY
671013366 HOLLISTER
671013391 SCOTTS VALLEY
671013529 MORGAN HILL
671013564 SAN MATEO
671013588 SARATOGA
671013623 STEVINSON
671013636 MANTECA
671013695 WILMINGTON
671013712 GILROY
671013778 BOISE
671013796 GUSTINE
671013812 CARMEL
671013846 GREENFIELD
671013871 SHAFTER
671013884 SAN JOSE
671013918 LONG BEACH
671013956 BAKERSFIELD
671013962 SAN JOSE
671013967 OAKLAND
671013970 RIPON
671013996 OAKLAND
671014050 SAN JOSE
671014126 SAN FRANCISCO
671014166 SAN JOSE
671014167 OAKLAND
671014204 SEASIDE
671014218 SAN JOSE
671014255 TRACY
671014291 SAN JOSE
671014360 TUCSON
671014361 IDAHO FALLS
671014363 DANBURY
671014394 OAKLAND
671014407 SAN JOSE
671014413 SAN JOSE
671014425 UNION CITY
671014433 SAN JOSE
671014443 SAN FRANCISCO
671014445 SUISUN CITY
671014448 CHOWCHILLA
671014454 EL CERRITO
671014460 MODESTO
671014484 SAN JOSE
671014487 DALY CITY
671014491 REDDING
671014506 PATTERSON
671014522 REDMOND
671014527 WALLA WALLA
671014538 SAN FRANCISCO
671014539 SAN BRUNO
671014545 RANCHO SANTA MARGARITA
671014570 ESCALON
671014573 CRESTLINE
671014577 SEASIDE
671014587 GONZALES
671014592 SAN FRANCISCO
671014604 LOS ANGELES
671014643 SANTA MARIA
671014721 MERCED
671014755 SOUTH SAN FRANCISCO
671014801 SACRAMENTO
681012073 FAIRFIELD
681012236 ALTON BAY
681012401 NORTH ANDOVER
681012476 WORCESTER
681012840 ESSEX JCT
681012854 GEORGETOWN
681012863 NORTHBRIDGE
681012941 HOLLIS CENTER
681012964 ALSTEAD
681013064 RANDOLPH
681013068 JAFFREY
681013085 DEDHAM
681013100 ALFRED
681013103 SANFORD
681013133 MIDDLETON
681013140 LEWISTON
681013170 DRACUT
681013185 PITTSFIELD
681013222 SPRINGFIELD
681013399 SCITUATE
681013406 BEVERLY
681013453 BRIDGEPORT
681013479 MEREDITH
681013511 WILMINGTON
681013516 ELLSWORTH
681013528 BRIGHTON
681013529 NORTHBRIDGE
681013590 SWAMPSCOTT
681013679 HOLLIS CENTER
681013698 BOW
681013758 WINDHAM
681013776 MANCHESTER
681013803 WINCHENDON
681013819 LEWISTON
681013910 GLOUCESTER
681014085 NORFOLK
681014173 KENNEBUNK
691008850 FREDERICK
691008910 LEVITTOWN
691009055 WALDORF
691009124 CLINTON
691009201 WALKERSVILLE
691009291 WASHINGTON
691009304 LEXINGTON PARK
691009320 YORKTOWN
691009484 ARLINGTON
691009510 WESTMINISTER
691009534 RICHMOND
691009549 ROANOKE
691009562 LEXINGTON PARK
691009600 ESSEX
691009607 BRANDYWINE
691009617 RICHMOND
691009643 EDGEWATER
691009656 LAUREL
691009749 HUNTINGTOWN
701003605 KINGSTON
701003916 PINE MOUNTAIN CLUB
701004093 KANSAS CITY
701004245 PHOENIX
701004305 RIGBY
701004353 SHICKSHINNY
701004389 CHINO
711010666 ELLIJAY
711010946 MIDDLETOWN
711010983 BLAIRSTOWN
711011144 SANDOWN
721011318 ATMORE
721011437 MESA
721011487 HICO
721011527 CALDWELL
721011600 ARVADA
741016794 BATON ROUGE
741016854 POLK CITY
741016907 PALM BAY
741016908 VIRGINIA BEACH
741016957 LINCOLN UNIV
741017175 FRESNO
741017455 ODENVILLE
741017497 MOUNT CARMEL
761016454 BELOIT
761016659 BEACH PARK
761016691 BLOOMINGTON
761016696 CHICAGO
761016697 CHICAGO
761016969 CINCINNATI
761017095 CHULA VISTA
761017135 NAPERVILLE
761017174 SALINAS
761017258 CANTON
761017315 NOTTAWA
791007247 BELLE PLAINE
791007384 CENTENNIAL
791007562 WICHITA
831058703 INDEPENDENCE
831059045 BRENTWOOD
831059464 TRYON
831062916 SALIDA
831063698 OLYMPIA
831063710 SIERRA MADRE
831063790 PROVIDENCE
831063848 RIVERDALE
831063851 SUNRISE
831064135 EGG HARBOR TOWNSHIP
831064140 TWP OF WEST MILFORD
831064212 SAN FRANCISCO
831064218 PASADENA
831064228 SANTA ANA
831064351 LOS ANGELES
831064369 Las Vegas
831064378 OCEANPORT
831064573 STOUGHTON
831064579 MIAMI
831064580 MIAMI
831064623 BERNARDSVILLE
831064632 EAST ORANGE
831064767 PORT CHARLOTTE
831064788 HAMPTON
831064825 HENDERSON
831064839 GLENDORA
831065123 VANCOUVER
831065127 RANCHO SANTA MARGARITA
831065217 CHARLOTTE
831065480 FOLEY
831065529 LOS ANGELES
831065593 FONTANA
831065612 SAN BERNARDINO
831065615 DOWNEY
831065622 HENDERSON
831065624 MISSION HILLS (AREA)
831065627 LYNWOOD
831065629 LAS VEGAS
831065648 LIVINGSTON
831065651 OCEANSIDE
831065745 TRACY
831065948 POMPANO BCH
831065951 KISSIMMEE
831065952 KISSIMMEE
831065958 NORCO
831065973 SCHENECTADY
831065983 FORT MYRES
831065985 HOMESTEAD
831065998 FLORENCE
831066013 CATHEDRAL CITY
831066020 IRVINE
831066026 MARTINEZ
831066028 EL CAJON
831066133 TEMECULA
831066141 JOHNSTON
831066166 NEW ORLEANS
831066174 PALMDALE AREA
831066175 GUADALUPE
831066178 SPRING HILL
831066180 TAMPA
831066275 LOWER TOWNSHIP
831066281 INDIANAPOLIS
831066296 FONTANA
831066313 SUN CITY
831066315 LA PUENTE (AREA)
831066317 ORANGE
831066318 FONTANA
831066325 GARDEN GROVE
831066326 CALEXICO
831066327 WOODLAND HILLS (AREA)
831066329 PLANTATION
831066354 ASBURY PARK
831066383 BETHESDA
831066384 BETHESDA
831066409 VALLEY STREAM
831066412 YONKERS
831066446 BAY SHORE
831066447 ROSEDALE
831066448 AMITY HARBOR
831066488 TORRANCE
831066489 LOS ANGELES
831066506 OAKLAND
831066527 LOS ANGELES
831066564 NORTH READING
831066719 MANCHESTER
831066726 BLOOMINGTON
831066758 HOMOSASSA
831066759 NORTH MIAMI
831066768 ALISO VIEJO
831066770 (WOODLAND HILLS AREA) LOS ANGELES
831066772 MURRIETA
831066782 PALMDALE AREA
831066788 LOS ANGELES
831066790 (LADERA RANCH AREA)
831066791 LOS ANGELES
831066794 PHOENIX
831066795 (PINE MOUNTAIN CLUB AREA)
831066798 SIMI VALLEY
831066931 BROOKSVILLE
831067311 MODESTO
831067312 SOUTH GATE
831067319 NORWALK
831067321 SACRAMENTO
831067431 HAWTHORNE
831067436 VERNON
831067437 BROOKLYN
831068117 SAN BERNARDINO
831068119 MURRIETA
831068260 MARIETTA
831068261 GARDENA
831068265 PHOENIX
831068278 PHOENIX
831068317 BROOKLYN
831068319 PALM HARBOUR
831068326 HADDONFIELD
831068330 TOBYHANNA TWP.
831068333 WEST NORRITON TWP.
831068562 AURORA
831068585 LOS ANGELES
831068589 BONNE TERRE
831068601 SPRING
831068738 MARIPOSA
831068743 APOLLO BEACH
831068749 NUEVO
831068751 SACO
831068775 CANYON LAKE
831069226 MERIDEN
841010451 ONONDAGA
841013835 WARREN
841013942 GALIEN
841014205 ROSEVILLE
841014431 MUSKEGON
841014530 HILLSDALE
841014549 LOWELL
841014554 MONTROSE
841014675 CADILLAC
841014860 HIGHLAND
841014993 DETROIT
841015040 DETROIT
841015178 INKSTER
841015179 CAROL STREAM
841015241 SHERWOOD
841015398 FRANKFORT
841015435 CHESTERFIELD TWP
841015444 JACKSON
841015488 PORT HURON
841015491 CHESANING
841015529 PULLMAN
841015567 SAGINAW
841015625 TECUMSEH
841015626 TECUMSEH
841015643 CLIO
841015667 GRAND RAPIDS
841015745 FISHERS
841015792 LANSING
841015856 WYANDOTTE
841015892 ROCKWOOD
841015955 QUINCY
841015965 OVID
841015992 HARBOR SPRINGS
841015996 THOMPSONS STATION
841016041 DETROIT
841016054 ROMULUS
841016117 WYOMING
841016121 HARRISON TWP
841016149 FRANKLIN
841016183 GRAND JUNCTION
841016223 SOUTH BEND
841016248 STERLING HEIGHTS
841016295 REED CITY
841016308 BANGOR
841016321 GRANDVILLE
841016366 BANGOR
841016482 MUSKEGON
841016535 OTSEGO
841016551 WESTLAND
841016597 GLADWIN
841016679 INDIANAPOLIS
841016717 JACKSON
841016728 DETROIT
841016731 CANTON
841016854 SAINT CLAIR
841016904 DETROIT
841016906 MC BAIN
841016965 ANN ARBOR
841017056 DETROIT
841017400 WESTLAND
841017450 THREE RIVERS
841017469 DARLINGTON
841017486 MARION
841017701 GARDEN CITY
841017738 DETROIT
841017752 LIVONIA
841017913 INDIANAPOLIS
841017935 SOUTHGATE
841017972 DETROIT
841018106 INDIANAPOLIS
841018108 FARMINGTON HILLS
841018132 SPRING ARBOR
841018306 CEDAR SPRINGS
841018433 TAYLOR
841018449 BEVERLY HILLS
841018503 OTTER LAKE
841018513 JACKSON
841018550 FLINT
841018616 CALEDONIA
841018712 OTSEGO
841018864 WEST BLOOMFIELD
841018875 LANSING
841018899 SOUTHFIELD
841018920 GRAND LEDGE
841018933 JACKSON
841018981 MUSKEGON
841019073 DAVISON
841019098 KALAMAZOO
841019199 SAINT CLAIR SHORES
841019255 ADRIAN
841019301 LANSING
841019318 EAST LANSING
841019565 MONROE
841019672 ESSEXVILLE
841019703 SAMARIA
841020230 SPRING LAKE
841020327 LANSING
861002164 ST CLOUD
861002253 TALLAHASSEE
861002255 TALLAHASSEE
861002338 NEW PORT RICHEY
861002378 TAMPA
861002520 BROOKSVILLE
861002697 VALRICO
861002788 BARTOW
861002843 CLEARWATER
861002887 BRADLEY
861002931 WESLEY CHAPEL
861002961 TAMPA
861002987 TAMPA
861002990 TAMPA
861003047 WAUCHULA
861003065 SAINT PETERSBURG
861003094 RIVERVIEW
861003284 LUTZ
861003321 FRUITLAND PARK
861003330 CLEARWATER
861003346 LONGWOOD
861003370 LAND O LAKES
861003435 NEW PORT RICHEY
861003468 PANAMA CITY
861003479 PORT RICHEY
861003504 LAKE WALES
861003528 SARASOTA
861003578 BRADENTON
861003586 ZEPHYRHILLS
861003753 REDINGTON BEACH
861003775 DADE CITY
871004245 FRANKLIN TWP
871004249 PALISADES PARK
871005082 WEST MILFORD
871005110 LODI
871005180 NEW HAVEN
871005302 ELMHURST
871005321 HALEDON
871005355 DUMONT
871005361 CLIFFSIDE PARK
871005386 READINGTON
871005388 NUTLEY
871005398 YONKERS
871005457 STAFFORD
871005638 STATEN ISLAND
871005680 NORTH PLAINFIELD
871005681 BROOKLYN
871005685 NUTLEY
871005760 ARVERNE
871005809 PATERSON
871005847 ALLENTOWN
871005912 MOUNT VERNON
871005985 HOLTSVILLE
871005988 POMPTON LAKES
871006247 NUTLEY
961069592 TAMARAC
961069635 HIGHLAND
--------------------------------------------------------------------------
2,698 Group II
--------------------------------------------------------------------------
5,625 TOTAL
==========================================================================
-----------------------------------------------------------------------------------------------
Occupancy Property
Loan Number State Zipcode Status Type
-----------------------------------------------------------------------------------------------
031042568 NV 89444 Primary Single Family Detached
031042944 FL 33463 Primary Single Family Detached
031043206 CA 93308 Non-owner Single Family Detached
031043696 CA 92356 Second Home Single Family Detached
031043725 CA 91732 Primary 2-4 Units Detached
031044120 CA 90660 Primary Single Family Detached
031044130 CA 90222 Primary Single Family Detached
031044133 CA 93458 Non-owner 2-4 Units Detached
031044160 IN 47713 Non-owner 2-4 Units Detached
031044185 CA 93291 Primary Single Family Detached
031044187 CA 96007 Primary Single Family Detached
031044254 CA 91411 Primary 2-4 Units Detached
031044368 FL 34743 Non-owner PUD Detached
031044416 FL 32514 Primary Single Family Detached
031044437 CA 90003 Primary 2-4 Units Attached
031044487 FL 33993 Primary Single Family Detached
031044488 CA 93705 Primary Single Family Detached
031044513 CA 93535 Primary Single Family Detached
031044520 CA 90008 Primary Single Family Detached
031044522 CA 94015 Primary Single Family Detached
031044541 CA 92314 Second Home Single Family Detached
031044632 CA 90043 Primary Single Family Detached
031044645 CA 93036 Primary Single Family Detached
031044675 CA 90033 Non-owner 2-4 Units Attached
031044721 CA 95123 Primary Condo Low-Rise Attached
031044736 CA 91001 Primary Single Family Detached
031044737 CA 90723 Non-owner 2-4 Units Detached
031044829 CA 93304 Primary Single Family Detached
031044873 CA 91744 Primary Single Family Detached
031044875 CA 90003 Primary 2-4 Units Detached
031044904 CA 91345 Primary Single Family Detached
031044911 TX 79936 Second Home Single Family Detached
031044914 CO 80918 Primary Single Family Detached
031044957 CA 94539 Non-owner Condo Low-Rise Attached
031044970 CA 91402 Primary Condo Low-Rise Attached
031045041 CA 90002 Non-owner Single Family Detached
031045084 CA 91402 Primary Single Family Detached
031045091 CA 90650 Primary Condo Low-Rise Attached
031045119 CA 93434 Primary Single Family Detached
031045179 CA 90220 Primary Single Family Detached
051063826 GA 30627 Non-owner Single Family Detached
051064653 GA 30087 Primary PUD Detached
051064832 GA 30223 Non-owner Single Family Detached
051065035 GA 31210 Primary Single Family Detached
051065325 TN 38018 Primary Single Family Detached
051065347 GA 30525 Primary Single Family Detached
051065684 GA 30134 Primary Single Family Detached
051065761 LA 70809 Primary Single Family Detached
051065813 AL 35214 Primary Single Family Detached
051066324 GA 31321 Primary Single Family Detached
051066338 GA 30024 Primary PUD Detached
051066383 GA 30296 Primary Single Family Detached
051066387 TN 38128 Primary Single Family Detached
051066499 GA 30318 Non-owner 2-4 Units Detached
051066507 TN 37073 Primary Single Family Detached
051066568 GA 30310 Non-owner Single Family Detached
051066574 TN 37042 Primary Single Family Detached
051066604 GA 30132 Primary Single Family Detached
051066615 GA 30344 Non-owner 2-4 Units Detached
051066643 AL 36207 Primary Single Family Detached
051066653 TN 37411 Primary Single Family Detached
051066778 GA 30143 Primary Single Family Detached
051066808 GA 30417 Non-owner Single Family Detached
051066917 TN 37034 Primary Single Family Detached
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2,927
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861003065 FL 33714 Primary Single Family Detached
861003094 FL 33569 Primary Single Family Detached
861003284 FL 33558 Primary PUD Detached
861003321 FL 34731 Primary Single Family Detached
861003330 FL 33760 Primary Single Family Detached
861003346 FL 32750 Primary Single Family Detached
861003370 FL 34638 Primary Single Family Detached
861003435 FL 34655 Primary Single Family Detached
861003468 FL 32401 Non-owner Single Family Detached
861003479 FL 34668 Primary Single Family Detached
861003504 FL 33898 Primary Single Family Detached
861003528 FL 34243 Primary PUD Detached
861003578 FL 34202 Primary PUD Detached
861003586 FL 33541 Primary Single Family Detached
861003753 FL 33708 Primary Single Family Detached
861003775 FL 33525 Primary Single Family Detached
871004245 NJ 08873 Primary Single Family Detached
871004249 NJ 07650 Primary Single Family Detached
871005082 NJ 07480 Primary Single Family Detached
871005110 NJ 07644 Primary Single Family Detached
871005180 CT 06512 Primary Single Family Detached
871005302 NY 11373 Primary 2-4 Units Detached
871005321 NJ 07508 Primary Single Family Detached
871005355 NJ 07628 Primary Single Family Detached
871005361 NJ 07010 Primary 2-4 Units Detached
871005386 NJ 08889 Primary Condo Low-Rise Attached
871005388 NJ 07110 Primary Single Family Detached
871005398 NY 10704 Primary Single Family Detached
871005457 NJ 08050 Primary Single Family Detached
871005638 NY 10309 Primary Single Family Attached
871005680 NJ 07063 Primary Single Family Detached
871005681 NY 11207 Primary 2-4 Units Attached
871005685 NJ 07110 Primary Single Family Detached
871005760 NY 11692 Non-owner 2-4 Units Detached
871005809 NJ 07514 Primary Single Family Detached
871005847 PA 18104 Primary Single Family Detached
871005912 NY 10550 Primary 2-4 Units Detached
871005985 NY 11742 Primary Single Family Detached
871005988 NJ 07442 Primary Single Family Detached
871006247 NJ 07110 Primary Condo Low-Rise Attached
961069592 FL 33321 Primary PUD Detached
961069635 MD 20777 Primary Single Family Detached
-----------------------------------------------------------------------------------------------
2,698
-----------------------------------------------------------------------------------------------
5,625
===============================================================================================
----------------------------------------------------------------------------------------------------------------
Original Remaining LTV at Mortgage 1st Payment Maturity
Loan Number Term Term Orginination Rate Date Date
----------------------------------------------------------------------------------------------------------------
031042568 360 357 90 7.95 8/1/2006 7/1/2036
031042944 360 357 53.05 11.55 8/1/2006 7/1/2036
031043206 360 357 90 9.51 8/1/2006 7/1/2036
031043696 360 357 90 9.025 8/1/2006 7/1/2036
031043725 360 357 45.56 7.45 8/1/2006 7/1/2036
031044120 360 358 58.97 7.5 9/1/2006 8/1/2036
031044130 360 358 32.47 8.15 9/1/2006 8/1/2036
031044133 360 358 90 9.35 9/1/2006 8/1/2036
031044160 360 357 85 10.95 8/1/2006 7/1/2036
031044185 360 358 85 8.99 9/1/2006 8/1/2036
031044187 360 358 74.43 11.5 9/1/2006 8/1/2036
031044254 360 358 37.5 9.7 9/1/2006 8/1/2036
031044368 360 358 58.51 7.75 9/1/2006 8/1/2036
031044416 360 358 85 10.99 9/1/2006 8/1/2036
031044437 360 359 74.2 7.3 10/1/2006 9/1/2036
031044487 360 358 80 9.85 9/1/2006 8/1/2036
031044488 360 359 100 7.6 10/1/2006 9/1/2036
031044513 360 358 90 7.15 9/1/2006 8/1/2036
031044520 360 358 66.96 7.7 9/1/2006 8/1/2036
031044522 360 358 50 7.8 9/1/2006 8/1/2036
031044541 360 358 83.98 8.275 9/1/2006 8/1/2036
031044632 360 359 31.87 8.85 10/1/2006 9/1/2036
031044645 360 359 24.04 7.95 10/1/2006 9/1/2036
031044675 360 359 80 7.55 10/1/2006 9/1/2036
031044721 360 359 80 8.25 10/1/2006 9/1/2036
031044736 360 359 52.12 8 10/1/2006 9/1/2036
031044737 360 359 70 8.85 10/1/2006 9/1/2036
031044829 360 359 90 8.05 10/1/2006 9/1/2036
031044873 360 359 72.55 6.85 10/1/2006 9/1/2036
031044875 360 359 80 8.554 10/1/2006 9/1/2036
031044904 360 359 73.45 7.9 10/1/2006 9/1/2036
031044911 360 359 85 9.375 10/1/2006 9/1/2036
031044914 360 359 84.78 7.9 10/1/2006 9/1/2036
031044957 360 359 85 8.95 10/1/2006 9/1/2036
031044970 360 359 85 8.25 10/1/2006 9/1/2036
031045041 360 359 85 8.99 10/1/2006 9/1/2036
031045084 360 359 55.7 7.99 10/1/2006 9/1/2036
031045091 360 359 60.98 7.15 10/1/2006 9/1/2036
031045119 360 359 68 6.65 10/1/2006 9/1/2036
031045179 360 359 84.93 7.5 10/1/2006 9/1/2036
051063826 360 358 90 10.2 9/1/2006 8/1/2036
051064653 360 355 74.76 6.75 6/1/2006 5/1/2036
051064832 360 355 90 9.7 6/1/2006 5/1/2036
051065035 180 175 95 12 6/1/2006 5/1/2021
051065325 360 357 80 9.6 8/1/2006 7/1/2036
051065347 360 356 100 11.15 7/1/2006 6/1/2036
051065684 360 358 90 12 9/1/2006 8/1/2036
051065761 360 356 65 12.7 7/1/2006 6/1/2036
051065813 360 356 80 9.8 7/1/2006 6/1/2036
051066324 360 357 80 12.7 8/1/2006 7/1/2036
051066338 360 356 75 9.55 7/1/2006 6/1/2036
051066383 360 359 74.53 10.5 10/1/2006 9/1/2036
051066387 360 356 100 8.91 7/1/2006 6/1/2036
051066499 360 357 90 9.05 8/1/2006 7/1/2036
051066507 360 357 100 9.25 8/1/2006 7/1/2036
051066568 360 357 80 10.7 8/1/2006 7/1/2036
051066574 360 357 100 9.2 8/1/2006 7/1/2036
051066604 360 359 85 12.7 10/1/2006 9/1/2036
051066615 360 357 80 9 8/1/2006 7/1/2036
051066643 360 356 90 9.1 7/1/2006 6/1/2036
051066653 360 357 100 8.9 8/1/2006 7/1/2036
051066778 360 357 80 11.481 8/1/2006 7/1/2036
051066808 360 359 90 11.05 10/1/2006 9/1/2036
051066917 360 357 100 9.2 8/1/2006 7/1/2036
051066946 360 357 98.41 9.1 8/1/2006 7/1/2036
051067059 360 357 100 9.2 8/1/2006 7/1/2036
051067082 360 357 90 10.3 8/1/2006 7/1/2036
051067086 360 357 90 8.95 8/1/2006 7/1/2036
051067123 360 358 90 9.7 9/1/2006 8/1/2036
051067181 360 357 100 9.2 8/1/2006 7/1/2036
051067186 360 357 100 10.725 8/1/2006 7/1/2036
051067249 360 358 90 11.35 9/1/2006 8/1/2036
051067316 360 358 80 9.85 9/1/2006 8/1/2036
051067333 360 358 77.98 9.05 9/1/2006 8/1/2036
051067343 360 358 90 11 9/1/2006 8/1/2036
051067390 360 357 73.41 8.99 8/1/2006 7/1/2036
051067460 360 357 90 9.65 8/1/2006 7/1/2036
051067521 360 357 90 9.95 8/1/2006 7/1/2036
051067539 360 358 70 9.85 9/1/2006 8/1/2036
051067554 360 358 80 9.25 9/1/2006 8/1/2036
051067571 360 357 90 10.15 8/1/2006 7/1/2036
051067639 360 358 90 10 9/1/2006 8/1/2036
051067669 360 358 80 11.25 9/1/2006 8/1/2036
051067686 360 358 80 9.45 9/1/2006 8/1/2036
051067709 360 358 100 9.2 9/1/2006 8/1/2036
051067750 360 358 76.92 10.55 9/1/2006 8/1/2036
051067800 360 358 90 9.8 9/1/2006 8/1/2036
051067807 360 359 80 8.95 10/1/2006 9/1/2036
051067828 360 358 90 10.8 9/1/2006 8/1/2036
051067880 360 358 74.71 11.75 9/1/2006 8/1/2036
051067909 360 358 80 9.35 9/1/2006 8/1/2036
051067970 360 358 100 11.25 9/1/2006 8/1/2036
051067980 360 359 70 11.04 10/1/2006 9/1/2036
051068060 360 358 55.03 11.6 9/1/2006 8/1/2036
051068075 360 358 100 9.31 9/1/2006 8/1/2036
051068183 360 358 80 9.5 9/1/2006 8/1/2036
051068361 360 358 90 11.15 9/1/2006 8/1/2036
051068377 360 358 80 10.95 9/1/2006 8/1/2036
051068415 360 359 80 10.05 10/1/2006 9/1/2036
051068431 360 359 95 9.85 10/1/2006 9/1/2036
051068537 360 358 80 8.7 9/1/2006 8/1/2036
051068570 360 358 90 11.1 9/1/2006 8/1/2036
051068677 360 358 90 11.75 9/1/2006 8/1/2036
051068759 360 359 70 10.2 10/1/2006 9/1/2036
051068767 360 359 54.9 8.95 10/1/2006 9/1/2036
051068781 360 359 80 10.5 10/1/2006 9/1/2036
051068807 360 359 89.05 9.7 10/1/2006 9/1/2036
051068811 360 359 80 9.3 10/1/2006 9/1/2036
051068831 360 359 90 10.3 10/1/2006 9/1/2036
051068833 360 358 68.1 9.35 9/1/2006 8/1/2036
051068839 360 359 88 10.95 10/1/2006 9/1/2036
051068880 360 359 90 10.075 10/1/2006 9/1/2036
051068906 360 359 90 11.2 10/1/2006 9/1/2036
051068912 360 359 80 10.6 10/1/2006 9/1/2036
051068938 360 359 86.67 9.25 10/1/2006 9/1/2036
051068984 360 359 90 9.8 10/1/2006 9/1/2036
051069013 360 359 80 8.5 10/1/2006 9/1/2036
051069029 360 359 80 11.55 10/1/2006 9/1/2036
051069036 360 359 90 9.95 10/1/2006 9/1/2036
051069040 360 359 80 9 10/1/2006 9/1/2036
051069051 360 359 80 7.65 10/1/2006 9/1/2036
051069060 360 359 85 11.1 10/1/2006 9/1/2036
051069103 360 359 80 9.55 10/1/2006 9/1/2036
051069112 360 359 80 9.7 10/1/2006 9/1/2036
051069122 360 359 85 8.1 10/1/2006 9/1/2036
051069135 360 359 80 9.3 10/1/2006 9/1/2036
051069144 360 359 90 10.9 10/1/2006 9/1/2036
051069167 360 359 74.34 10.65 10/1/2006 9/1/2036
051069183 360 359 90 10.65 10/1/2006 9/1/2036
051069186 360 359 75 11.95 10/1/2006 9/1/2036
051069205 360 359 89.69 9.1 10/1/2006 9/1/2036
051069208 360 359 90 9.95 10/1/2006 9/1/2036
051069246 360 359 80 8.5 10/1/2006 9/1/2036
051069247 360 359 85 9.05 10/1/2006 9/1/2036
051069296 360 359 80 9.75 10/1/2006 9/1/2036
051069299 360 359 80 10.1 10/1/2006 9/1/2036
051069316 360 359 80 9.85 10/1/2006 9/1/2036
051069326 360 359 80 9.15 10/1/2006 9/1/2036
051069354 360 359 83.93 10.95 10/1/2006 9/1/2036
051069355 360 359 83.93 10.95 10/1/2006 9/1/2036
051069358 360 359 83.93 10.95 10/1/2006 9/1/2036
051069392 360 359 80 9.45 10/1/2006 9/1/2036
051069405 360 359 80 8.375 10/1/2006 9/1/2036
051069413 360 360 90 12.45 11/1/2006 10/1/2036
051069458 360 359 80 9.15 10/1/2006 9/1/2036
051069520 360 359 61.03 10.4 10/1/2006 9/1/2036
051069567 360 359 80 9.85 10/1/2006 9/1/2036
051069586 360 359 95 9.3 10/1/2006 9/1/2036
051069592 360 359 80 9.3 10/1/2006 9/1/2036
051069639 360 359 80 9.15 10/1/2006 9/1/2036
051069648 360 359 80 8.7 10/1/2006 9/1/2036
051069713 360 359 80 10.1 10/1/2006 9/1/2036
051069784 360 359 80 9.25 10/1/2006 9/1/2036
051069788 360 359 85 10.35 10/1/2006 9/1/2036
051069857 360 359 82.98 9.4 10/1/2006 9/1/2036
051069902 360 359 85 10.35 10/1/2006 9/1/2036
051070023 360 359 86.84 8.99 10/1/2006 9/1/2036
061064788 360 357 89.38 9.75 8/1/2006 7/1/2036
061065118 360 358 71.77 9.25 9/1/2006 8/1/2036
061065823 360 357 100 12.35 8/1/2006 7/1/2036
061066522 360 355 80 7.35 6/1/2006 5/1/2036
061066767 360 356 80 7.9 7/1/2006 6/1/2036
061067236 360 357 80 8.9 8/1/2006 7/1/2036
061067321 360 358 90 10.45 9/1/2006 8/1/2036
061067351 360 358 80 11.45 9/1/2006 8/1/2036
061067379 360 356 70 12.15 7/1/2006 6/1/2036
061067412 360 356 79.07 10.4 7/1/2006 6/1/2036
061067587 360 356 46 9.55 7/1/2006 6/1/2036
061067959 360 357 70 8.7 8/1/2006 7/1/2036
061068002 360 357 69.52 7.25 8/1/2006 7/1/2036
061068066 360 357 80 9.95 8/1/2006 7/1/2036
061068133 360 357 65 11.75 8/1/2006 7/1/2036
061068227 360 357 100 10.123 8/1/2006 7/1/2036
061068246 360 359 48.62 12.4 10/1/2006 9/1/2036
061068271 360 357 90 11.95 8/1/2006 7/1/2036
061068351 360 357 78 9.55 8/1/2006 7/1/2036
061068367 360 358 68.03 12.6 9/1/2006 8/1/2036
061068439 360 357 80 8.95 8/1/2006 7/1/2036
061068444 360 357 100 12.5 8/1/2006 7/1/2036
061068519 360 357 85 10.4 8/1/2006 7/1/2036
061068582 360 357 80 9.75 8/1/2006 7/1/2036
061068640 360 358 90 11.95 9/1/2006 8/1/2036
061068651 360 357 100 9.3 8/1/2006 7/1/2036
061068701 360 357 80 9.1 8/1/2006 7/1/2036
061068777 360 357 95 9.4 8/1/2006 7/1/2036
061068789 360 357 68.75 11.05 8/1/2006 7/1/2036
061068799 360 357 90 7.9 8/1/2006 7/1/2036
061068831 360 357 80 9.6 8/1/2006 7/1/2036
061068836 360 358 100 9.1 9/1/2006 8/1/2036
061068874 360 357 90 9.35 8/1/2006 7/1/2036
061068897 360 358 80 8.3 9/1/2006 8/1/2036
061068900 360 358 100 12.6 9/1/2006 8/1/2036
061069131 360 358 90 11.3 9/1/2006 8/1/2036
061069158 360 357 85 8.95 8/1/2006 7/1/2036
061069179 360 358 80 11.3 9/1/2006 8/1/2036
061069245 360 358 65 12.4 9/1/2006 8/1/2036
061069259 360 358 90 8.15 9/1/2006 8/1/2036
061069264 360 358 80 11.05 9/1/2006 8/1/2036
061069269 360 357 80 8.8 8/1/2006 7/1/2036
061069281 360 358 80 8.65 9/1/2006 8/1/2036
061069297 360 358 80 8.75 9/1/2006 8/1/2036
061069303 360 358 90 10.25 9/1/2006 8/1/2036
061069344 360 358 90 10.5 9/1/2006 8/1/2036
061069368 360 358 90 9.35 9/1/2006 8/1/2036
061069378 360 358 65 12.85 9/1/2006 8/1/2036
061069412 360 358 90 11.7 9/1/2006 8/1/2036
061069427 360 358 85.65 11.4 9/1/2006 8/1/2036
061069518 360 359 80 10.5 10/1/2006 9/1/2036
061069528 360 358 90 12.25 9/1/2006 8/1/2036
061069539 360 358 80 9.65 9/1/2006 8/1/2036
061069544 360 358 90 11.6 9/1/2006 8/1/2036
061069572 360 358 65 12.25 9/1/2006 8/1/2036
061069640 360 358 90 9.45 9/1/2006 8/1/2036
061069657 360 358 65 11.45 9/1/2006 8/1/2036
061069667 360 359 87 8 10/1/2006 9/1/2036
061069697 360 358 85.71 12.05 9/1/2006 8/1/2036
061069715 360 358 75 10.2 9/1/2006 8/1/2036
061069728 360 358 70 10.4 9/1/2006 8/1/2036
061069749 360 359 64.5 12.25 10/1/2006 9/1/2036
061069780 360 359 90 11.8 10/1/2006 9/1/2036
061069849 360 358 90 9.75 9/1/2006 8/1/2036
061069911 360 358 90 11.05 9/1/2006 8/1/2036
061069929 360 358 65 11.975 9/1/2006 8/1/2036
061069969 360 358 80 11.35 9/1/2006 8/1/2036
061069984 360 358 57.47 11.85 9/1/2006 8/1/2036
061070001 360 358 80 11.4 9/1/2006 8/1/2036
061070022 360 358 90 9.5 9/1/2006 8/1/2036
061070031 360 359 90 8.19 10/1/2006 9/1/2036
061070075 360 359 100 12.8 10/1/2006 9/1/2036
061070115 360 359 80 10.8 10/1/2006 9/1/2036
061070193 360 359 78.57 12.2 10/1/2006 9/1/2036
061070198 360 359 80 8.8 10/1/2006 9/1/2036
061070206 360 358 70 10.9 9/1/2006 8/1/2036
061070250 360 359 80 10.85 10/1/2006 9/1/2036
061070277 360 358 77.61 10.9 9/1/2006 8/1/2036
061070333 360 359 80 9.15 10/1/2006 9/1/2036
061070364 360 359 79.7 8.6 10/1/2006 9/1/2036
061070366 360 359 71.92 12.5 10/1/2006 9/1/2036
061070438 360 359 85 9.2 10/1/2006 9/1/2036
061070440 360 359 78.1 9.05 10/1/2006 9/1/2036
061070460 360 359 85 9.6 10/1/2006 9/1/2036
061070461 360 359 85 8.2 10/1/2006 9/1/2036
061070463 360 359 80 11.25 10/1/2006 9/1/2036
061070464 360 360 100 9.189 11/1/2006 10/1/2036
061070486 360 359 84.89 10.7 10/1/2006 9/1/2036
061070606 360 359 80 9.99 10/1/2006 9/1/2036
061070622 360 359 80 10.05 10/1/2006 9/1/2036
061070666 360 359 78.88 9.35 10/1/2006 9/1/2036
061070735 360 359 80 8.15 10/1/2006 9/1/2036
061070742 360 359 80 9.35 10/1/2006 9/1/2036
061070754 360 359 90 9.95 10/1/2006 9/1/2036
061070805 360 359 80 9.8 10/1/2006 9/1/2036
061070817 360 359 80 12.25 10/1/2006 9/1/2036
061070826 360 359 80 11.75 10/1/2006 9/1/2036
061070879 360 359 80 9.55 10/1/2006 9/1/2036
061070887 360 359 63.31 8.85 10/1/2006 9/1/2036
061070897 360 359 80 8.8 10/1/2006 9/1/2036
061070901 360 359 80 8.8 10/1/2006 9/1/2036
061070909 360 359 80 9.3 10/1/2006 9/1/2036
061070923 360 359 85 9.4 10/1/2006 9/1/2036
061070969 360 359 90 7.85 10/1/2006 9/1/2036
061070980 360 359 80 9.3 10/1/2006 9/1/2036
061071010 360 359 80 11.55 10/1/2006 9/1/2036
061071044 360 359 80 11.9 10/1/2006 9/1/2036
061071060 360 359 80 8.94 10/1/2006 9/1/2036
061071072 240 239 100 11.55 10/1/2006 9/1/2026
061071098 360 359 80.65 9.05 10/1/2006 9/1/2036
061071190 360 359 80 11.65 10/1/2006 9/1/2036
061071224 360 359 80 10.8 10/1/2006 9/1/2036
061071251 360 359 80 9.65 10/1/2006 9/1/2036
061071258 360 359 59.77 6.55 10/1/2006 9/1/2036
061071264 360 359 80 9.95 10/1/2006 9/1/2036
061071350 360 359 80 9.7 10/1/2006 9/1/2036
061071474 360 359 80 8.47 10/1/2006 9/1/2036
061071484 360 360 100 9.55 11/1/2006 10/1/2036
061071486 360 359 80 8.25 10/1/2006 9/1/2036
061071538 360 359 80 9.1 10/1/2006 9/1/2036
061071551 360 359 80 11.4 10/1/2006 9/1/2036
061071603 360 359 80 10.15 10/1/2006 9/1/2036
061071620 360 360 93.8 7.9 11/1/2006 10/1/2036
061071664 360 359 80 8.55 10/1/2006 9/1/2036
061071718 360 360 100 9.19 11/1/2006 10/1/2036
061071829 360 360 75 8.65 11/1/2006 10/1/2036
061071842 360 360 95 9.05 11/1/2006 10/1/2036
071072396 360 357 80 8.85 8/1/2006 7/1/2036
071072718 360 356 61.54 11.3 7/1/2006 6/1/2036
071072754 360 358 62.5 10.75 9/1/2006 8/1/2036
071072916 360 357 65 11.5 8/1/2006 7/1/2036
071072955 360 357 90 9.85 8/1/2006 7/1/2036
071073026 360 357 71.7 7.39 8/1/2006 7/1/2036
071073086 360 357 78.62 8.6 8/1/2006 7/1/2036
071073168 360 358 31.5 8.7 9/1/2006 8/1/2036
071073230 360 357 100 10.45 8/1/2006 7/1/2036
071073251 360 357 90 11.25 8/1/2006 7/1/2036
071073357 360 358 50 9.99 9/1/2006 8/1/2036
071073448 360 358 90 9.6 9/1/2006 8/1/2036
071073452 360 358 80 10 9/1/2006 8/1/2036
071073483 360 358 33.33 8.3 9/1/2006 8/1/2036
071073536 360 358 90 8.99 9/1/2006 8/1/2036
071073563 360 358 60 11.65 9/1/2006 8/1/2036
071073572 360 358 72.94 9.9 9/1/2006 8/1/2036
071073595 360 358 90 8.5 9/1/2006 8/1/2036
071073752 360 359 62.78 10.3 10/1/2006 9/1/2036
101053210 360 351 80 11.14 2/1/2006 1/1/2036
101053586 360 352 80 9.24 3/1/2006 2/1/2036
101055555 360 354 100 12.25 5/1/2006 4/1/2036
101057144 360 356 90 11.5 7/1/2006 6/1/2036
101057292 360 359 80 10.65 10/1/2006 9/1/2036
101057350 360 356 46.07 11.99 7/1/2006 6/1/2036
101057468 360 356 100 9.99 7/1/2006 6/1/2036
101057480 360 356 75 11.6 7/1/2006 6/1/2036
101057487 360 356 100 9.99 7/1/2006 6/1/2036
101057493 360 357 80 10.65 8/1/2006 7/1/2036
101057503 360 357 100 9.99 8/1/2006 7/1/2036
101057616 360 357 100 9.99 8/1/2006 7/1/2036
101057679 360 356 100 9.99 7/1/2006 6/1/2036
101057693 360 356 79.87 8.05 7/1/2006 6/1/2036
101057720 360 356 100 9.99 7/1/2006 6/1/2036
101057758 360 356 100 9.99 7/1/2006 6/1/2036
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----------------------------------------------------------------------------------------------------------------
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----------------------------------------------------------------------------------------------------------------
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861002961 360 358 90 8.8 9/1/2006 8/1/2036
861002987 360 359 100 13.55 10/1/2006 9/1/2036
861002990 360 358 90 9.7 9/1/2006 8/1/2036
861003047 360 359 80 12.55 10/1/2006 9/1/2036
861003065 360 358 80 9.99 9/1/2006 8/1/2036
861003094 360 358 90 8.9 9/1/2006 8/1/2036
861003284 360 359 80 8.85 10/1/2006 9/1/2036
861003321 360 359 80 8.5 10/1/2006 9/1/2036
861003330 360 359 80 8.9 10/1/2006 9/1/2036
861003346 360 359 80 8.75 10/1/2006 9/1/2036
861003370 360 359 80 7.95 10/1/2006 9/1/2036
861003435 360 359 71.85 7.725 10/1/2006 9/1/2036
861003468 360 359 90 10.85 10/1/2006 9/1/2036
861003479 360 359 80 7.1 10/1/2006 9/1/2036
861003504 360 359 80 9.45 10/1/2006 9/1/2036
861003528 360 359 85 7.7 10/1/2006 9/1/2036
861003578 360 359 85 8.15 10/1/2006 9/1/2036
861003586 360 359 78.26 8.9 10/1/2006 9/1/2036
861003753 360 359 100 7.467 10/1/2006 9/1/2036
861003775 360 360 85 8.3 11/1/2006 10/1/2036
871004245 360 354 65 8.45 5/1/2006 4/1/2036
871004249 360 354 84.25 7.65 5/1/2006 4/1/2036
871005082 360 357 75 9.75 8/1/2006 7/1/2036
871005110 360 357 100 12.775 8/1/2006 7/1/2036
871005180 360 357 90 7.8 8/1/2006 7/1/2036
871005302 360 358 90 8.75 9/1/2006 8/1/2036
871005321 360 357 90 7.99 8/1/2006 7/1/2036
871005355 360 358 77.27 8.2 9/1/2006 8/1/2036
871005361 360 358 90 9.3 9/1/2006 8/1/2036
871005386 360 358 80 12.25 9/1/2006 8/1/2036
871005388 360 358 100 13.35 9/1/2006 8/1/2036
871005398 360 359 90 9.45 10/1/2006 9/1/2036
871005457 360 358 70 9.55 9/1/2006 8/1/2036
871005638 360 359 86 8.75 10/1/2006 9/1/2036
871005680 360 358 85 7.8 9/1/2006 8/1/2036
871005681 360 359 80 8.35 10/1/2006 9/1/2036
871005685 360 358 80 10.25 9/1/2006 8/1/2036
871005760 360 359 70 8.6 10/1/2006 9/1/2036
871005809 360 359 83.74 7.5 10/1/2006 9/1/2036
871005847 360 359 90 8.25 10/1/2006 9/1/2036
871005912 360 359 84.23 7.85 10/1/2006 9/1/2036
871005985 360 359 100 8.6 10/1/2006 9/1/2036
871005988 360 359 80 8.3 10/1/2006 9/1/2036
871006247 360 360 85 9.4 11/1/2006 10/1/2036
961069592 360 359 100 8.88 10/1/2006 9/1/2036
961069635 360 359 61.85 8.59 10/1/2006 9/1/2036
----------------------------------------------------------------------------------------------------------------
2,698 358 81.85 8.653
----------------------------------------------------------------------------------------------------------------
5,625 358 80.52 8.758
================================================================================================================
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Scheduled 03/01/06
Loan Number Orginal Payment Current Payment Paid to Date Original Balance Balance
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
031042568 2800.83 2800.83 9/1/2006 405000 404644.52
031042944 1503.09 1503.09 10/1/2006 151200 151055.25
031043206 2195.78 2195.78 9/1/2006 260910 260522.74
031043696 1378.98 1378.98 9/1/2006 171000 170719.14
031043725 1996.93 1996.93 9/1/2006 287000 286350.57
031044120 2156.25 2156.25 9/1/2006 345000 345000
031044130 1116.37 1116.37 9/1/2006 150000 149767.39
031044133 5953.1 5953.1 9/1/2006 717300 716521.62
031044160 1240.04 1240.04 9/1/2006 130730 130587.32
031044185 1048 1048 9/1/2006 136000 135941.52
031044187 1931.07 1931.07 10/1/2006 195000 194874.76
031044254 2566.45 2566.45 9/1/2006 300000 299715.96
031044368 788.05 788.05 9/1/2006 110000 109844.24
031044416 1860.32 1860.32 9/1/2006 195500 195359.62
031044437 2386.79 2386.79 9/1/2006 371000 370870.13
031044487 1976.22 1976.22 9/1/2006 236000 235921.58
031044488 1650.37 1650.37 10/1/2006 248000 247870.3
031044513 1906.55 1906.55 9/1/2006 301500 301279.12
031044520 2523.37 2523.37 10/1/2006 375000 374765.01
031044522 2585.13 2585.13 10/1/2006 379972.5 379741.13
031044541 2495.47 2495.47 9/1/2006 348516 348225.79
031044632 1151.09 1151.09 10/1/2006 145000 144918.29
031044645 864.45 864.45 10/1/2006 125000 124963.68
031044675 3147.83 3147.83 9/1/2006 448000 447670.84
031044721 1811.06 1811.06 9/1/2006 253600 253532.44
031044736 2174.24 2174.24 10/1/2006 312700 312610.43
031044737 3056.34 3056.34 10/1/2006 385000 384783.04
031044829 1667.27 1667.27 10/1/2006 238500 238432.67
031044873 2614.65 2614.65 9/1/2006 399025 398688.12
031044875 3155.24 3155.24 9/1/2006 428000 427895.69
031044904 2778.79 2778.79 11/1/2006 404000 402887.42
031044911 1292.56 1292.56 9/1/2006 161500 161469.16
031044914 1685.15 1685.15 10/1/2006 245000 244927.77
031044957 2825.62 2825.62 9/1/2006 352750 352555.31
031044970 2107.3 2107.3 9/1/2006 280500 280321.14
031045041 3006.6 3006.6 9/1/2006 374000 373795.28
031045084 1798.91 1798.91 10/1/2006 259000 258925.6
031045091 1580.89 1580.89 10/1/2006 250000 249908.69
031045119 1520.25 1520.25 9/1/2006 255000 254892.88
031045179 1937.5 1937.5 9/1/2006 310000 310000
051063826 895.51 895.51 9/1/2006 100350 100264.57
051064653 1705.09 1705.09 9/1/2006 282600 281610.49
051064832 939.32 939.32 9/1/2006 109800 109536.93
051065035 203.43 203.43 9/1/2006 16950 16776.92
051065325 1262.06 1262.06 9/1/2006 148800 148582.34
051065347 154.19 154.19 10/1/2006 16000 15977.6
051065684 1481.2 1481.2 9/1/2006 144000 143917.19
051065761 985.35 985.35 9/1/2006 91000 90909.51
051065813 1076.81 1076.81 9/1/2006 124800 124566.73
051066324 1732.48 1732.48 9/1/2006 160000 159881.31
051066338 2470.18 2470.18 10/1/2006 292500 291923.7
051066383 952.99 952.99 9/1/2006 107250 107235.45
051066387 146.7 146.7 11/1/2006 18380 18338.63
051066499 2618.64 2618.64 10/1/2006 324000 323470.61
051066507 213.9 213.9 10/1/2006 26000 25959.24
051066568 1190.05 1190.05 9/1/2006 128000 127852.54
051066574 137.6 137.6 9/1/2006 16800 16773.39
051066604 1224.11 1224.11 9/1/2006 113050 113022.34
051066615 1094.29 1094.29 9/1/2006 136000 135775.45
051066643 840.24 840.24 9/1/2006 103500 103276.01
051066653 151.51 151.51 9/1/2006 19000 18967.99
051066778 1131.24 1131.24 9/1/2006 114400 114288.79
051066808 774.44 774.44 9/1/2006 81000 80971.44
051066917 169.54 169.54 10/1/2006 20700 20667.23
051066946 1077.7 1077.7 9/1/2006 132750 132535.35
051067059 163.81 163.81 10/1/2006 20000 19858.93
051067082 1068.99 1068.99 9/1/2006 118800 118650.86
051067086 1045.34 1045.34 10/1/2006 130500 130282.3
051067123 1578.37 1578.37 9/1/2006 184500 184325.3
051067181 193.3 193.3 9/1/2006 23600 23562.61
051067186 912.97 912.97 9/1/2006 98000 97887.72
051067249 660.73 660.73 9/1/2006 67500 67455.21
051067316 1490.39 1490.39 9/1/2006 172000 171842.24
051067333 1373.98 1373.98 9/1/2006 170000 169815.51
051067343 1482.77 1482.77 9/1/2006 155700 155588.45
051067390 1487.22 1487.22 9/1/2006 185000 184693.94
051067460 1073.29 1073.29 9/1/2006 126000 125818.43
051067521 1116.82 1116.82 9/1/2006 127800 127627.14
051067539 2335.24 2335.24 9/1/2006 269500 269252.81
051067554 1566.37 1566.37 9/1/2006 190400 190201.83
051067571 687.84 687.84 9/1/2006 77400 77299.65
051067639 908.29 908.29 9/1/2006 103500 103408.04
051067669 1787.12 1787.12 9/1/2006 184000 183875.18
051067686 1373.02 1373.02 9/1/2006 164000 163836.32
051067709 314.52 314.52 10/1/2006 38400 38359.61
051067750 459.24 459.24 10/1/2006 50000 49959.74
051067800 893.03 893.03 9/1/2006 103500 103404.05
051067807 893.95 893.95 10/1/2006 111600 111538.4
051067828 1003.79 1003.79 9/1/2006 107100 107019.86
051067880 557.36 557.36 10/1/2006 55216 55182.43
051067909 2191.02 2191.02 9/1/2006 264000 263730.92
051067970 971.26 971.26 10/1/2006 100000 99932.16
051067980 789.12 789.12 10/1/2006 82600 82570.8
051068060 818.3 818.3 10/1/2006 82000 81948.49
051068075 156.92 156.92 9/1/2006 18974 18954.5
051068183 982.12 982.12 9/1/2006 116800 116684.64
051068361 1127.5 1127.5 9/1/2006 117000 116918.88
051068377 682.95 682.95 9/1/2006 72000 71947.86
051068415 681.78 681.78 9/1/2006 79920 79907.55
051068431 1251.24 1251.24 10/1/2006 144400 144334.04
051068537 858.31 858.31 9/1/2006 109600 109472.12
051068570 943.76 943.76 9/1/2006 100800 100777.17
051068677 635.93 635.93 9/1/2006 63000 62961.71
051068759 1086.93 1086.93 10/1/2006 121800 121748.37
051068767 1077.38 1077.38 10/1/2006 134500 134346.97
051068781 533.14 533.14 9/1/2006 60000 59991.86
051068807 799.88 799.88 9/1/2006 93500 93455.91
051068811 998.17 998.17 10/1/2006 120800 120738.03
051068831 1214.35 1214.35 9/1/2006 134955 134899.01
051068833 1359.29 1359.29 9/1/2006 170250 170184.23
051068839 730.38 730.38 9/1/2006 77000 76972.25
051068880 953.77 953.77 9/1/2006 108000 107952.98
051068906 1201.59 1201.59 9/1/2006 124200 124157.61
051068912 479.56 479.56 10/1/2006 52000 51979.77
051068938 1390.32 1390.32 9/1/2006 169000 168912.39
051068984 2166.56 2166.56 9/1/2006 251100 250984.09
051069013 879.71 879.71 9/1/2006 120000 119605.12
051069029 572.61 572.61 9/1/2006 57600 57581.79
051069036 1258.39 1258.39 9/1/2006 144000 143935.61
051069040 1573.58 1573.58 9/1/2006 204000 203956.42
051069051 805.8 805.8 10/1/2006 126400 126400
051069060 1019.88 1019.88 9/1/2006 106250 106212.93
051069103 945.85 945.85 9/1/2006 112000 111945.48
051069112 629.64 629.64 9/1/2006 73600 73565.29
051069122 1851.95 1851.95 9/1/2006 263500 263426.68
051069135 924.8 924.8 9/1/2006 111920 111862.58
051069144 1147.9 1147.9 9/1/2006 121500 121455.73
051069167 756.38 756.38 10/1/2006 84000 83989.12
051069183 812.54 812.54 10/1/2006 87750 87716.24
051069186 1871.48 1871.48 9/1/2006 182625 182572.16
051069205 2118.87 2118.87 9/1/2006 261000 260860.38
051069208 1293.19 1293.19 10/1/2006 153000 152975.44
051069246 748.34 748.34 9/1/2006 102080 102054.73
051069247 2060.97 2060.97 10/1/2006 255000 254862.16
051069296 817.92 817.92 10/1/2006 95200 95155.58
051069299 609.73 609.73 9/1/2006 71147 71136.09
051069316 762.53 762.53 9/1/2006 88000 87959.8
051069326 1239.47 1239.47 9/1/2006 152000 151919.53
051069354 891.63 891.63 9/1/2006 94000 93966.12
051069355 891.63 891.63 9/1/2006 94000 93966.12
051069358 891.63 891.63 9/1/2006 94000 93966.12
051069392 909.36 909.36 9/1/2006 112800 112778.94
051069405 966.81 966.81 9/1/2006 127200 127120.94
051069413 736.92 736.92 10/1/2006 69300 69300
051069458 586.46 586.46 9/1/2006 71920 71881.93
051069520 1079.65 1079.65 9/1/2006 119000 118951.68
051069567 727.87 727.87 10/1/2006 84000 83961.63
051069586 1117.11 1117.11 9/1/2006 140600 140572.54
051069592 1018 1018 10/1/2006 123200 123136.8
051069639 512.4 512.4 9/1/2006 67200 67200
051069648 813.83 813.83 9/1/2006 103920 103859.59
051069713 971.34 971.34 9/1/2006 109760 109712.47
051069784 1125.9 1125.9 9/1/2006 142400 142371.77
051069788 2150.43 2150.43 9/1/2006 238000 237902.32
051069857 1564.46 1564.46 10/1/2006 195000 194963.04
051069902 729.61 729.61 9/1/2006 80750 80716.86
051070023 1326.44 1326.44 9/1/2006 165000 164909.69
061064788 614.3 614.3 9/1/2006 71500 71399.1
061065118 1830.45 1830.45 9/1/2006 222500 222268.42
061065823 166.79 166.79 9/1/2006 15800 15786.53
061066522 864.41 864.41 10/1/2006 133600 133337.15
061066767 1017.53 1017.53 9/1/2006 140000 139610.74
061067236 969.05 969.05 9/1/2006 121520 121313.23
061067321 778.91 778.91 9/1/2006 85500 85431
061067351 1167.99 1167.99 9/1/2006 118400 118323.12
061067379 1157.71 1157.71 9/1/2006 111300 111174.93
061067412 616.94 616.94 10/1/2006 68000 67888.12
061067587 1262.53 1262.53 9/1/2006 149500 149205.47
061067959 1249.88 1249.88 10/1/2006 159600 159319.64
061068002 2537.23 2537.23 9/1/2006 371932 371056.31
061068066 629.19 629.19 9/1/2006 72000 71902.62
061068133 1076.03 1076.03 10/1/2006 106600 106502.34
061068227 354.67 354.67 10/1/2006 40000 39947.85
061068246 932.36 932.36 10/1/2006 88000 87976.97
061068271 530.32 530.32 9/1/2006 51750 51704.61
061068351 1910.27 1910.27 9/1/2006 226200 225867.08
061068367 1166.4 1166.4 9/1/2006 108500 108445.41
061068439 528.05 528.05 9/1/2006 68800 68754.91
061068444 200.64 200.64 9/1/2006 18800 18785.42
061068519 848.3 848.3 9/1/2006 93500 93385.1
061068582 948.51 948.51 9/1/2006 110400 110244.21
061068640 1127.96 1127.96 9/1/2006 110070 110005.95
061068651 272.51 272.51 10/1/2006 32980 32928.86
061068701 857.29 857.29 9/1/2006 105600 105429.24
061068777 871.08 871.08 10/1/2006 104500 104341.27
061068789 525.85 525.85 10/1/2006 54999 54940.26
061068799 1406.37 1406.37 9/1/2006 193500 193089.94
061068831 542.82 542.82 9/1/2006 64000 63906.79
061068836 1269.7 1269.7 10/1/2006 156400 156232.03
061068874 1186.89 1186.89 9/1/2006 143010 142790.49
061068897 1135.2 1135.2 9/1/2006 150400 150209.48
061068900 404.21 404.21 9/1/2006 37600 37581.08
061069131 1535.72 1535.72 9/1/2006 157500 157394.32
061069158 1096.01 1096.01 9/1/2006 142800 142706.43
061069179 1092.07 1092.07 9/1/2006 112000 111924.84
061069245 860.85 860.85 10/1/2006 81250 81207.24
061069259 2063.06 2063.06 10/1/2006 277200 276837.95
061069264 611.91 611.91 9/1/2006 64000 63954.64
061069269 502.61 502.61 9/1/2006 63600 63490.57
061069281 642.36 642.36 9/1/2006 82400 82302.87
061069297 661.91 661.91 9/1/2006 88000 87959.28
061069303 1330.71 1330.71 9/1/2006 148500 148374.93
061069344 559.8 559.8 9/1/2006 63000 62982.62
061069368 1180.16 1180.16 10/1/2006 142200 142055.07
061069378 725.65 725.65 10/1/2006 66300 66268.45
061069412 2217.3 2217.3 9/1/2006 220500 220364.5
061069427 715.38 715.38 9/1/2006 72800 72752.21
061069518 768.38 768.38 9/1/2006 84000 83966.62
061069528 697.9 697.9 9/1/2006 66600 66563.76
061069539 591.66 591.66 9/1/2006 72000 71974.58
061069544 880.17 880.17 9/1/2006 88200 88144.59
061069572 817.36 817.36 9/1/2006 78000 77957.56
061069640 3466.04 3466.04 10/1/2006 414000 413586.8
061069657 1378.6 1378.6 10/1/2006 139750 139659.27
061069667 901.33 901.33 10/1/2006 129630 129592.87
061069697 619.48 619.48 9/1/2006 60000 59965.87
061069715 937.01 937.01 9/1/2006 105000 104853.9
061069728 768.46 768.46 10/1/2006 84700 84630.92
061069749 574.47 574.47 10/1/2006 54821 54806.16
061069780 711.3 711.3 9/1/2006 70200 70179
061069849 2629.01 2629.01 10/1/2006 306000 305713.32
061069911 817.47 817.47 9/1/2006 85500 85438.77
061069929 640.65 640.65 10/1/2006 62400 62363.8
061069969 681.29 681.29 9/1/2006 69600 69553.8
061069984 508.54 508.54 9/1/2006 50000 49969.4
061070001 801.86 801.86 9/1/2006 81600 81546.43
061070022 1560.18 1560.18 9/1/2006 192600 192528.86
061070031 1371.59 1371.59 9/1/2006 183600 183481.48
061070075 185.4 185.4 9/1/2006 17000 16995.93
061070115 712.3 712.3 9/1/2006 76000 75971.7
061070193 574.22 574.22 10/1/2006 55000 54984.17
061070198 916.72 916.72 9/1/2006 116000 115614.9
061070206 846.52 846.52 9/1/2006 89600 89534.4
061070250 1166.85 1166.85 9/1/2006 124000 123954.32
061070277 491.28 491.28 9/1/2006 52000 51961.93
061070333 695.24 695.24 10/1/2006 88800 88781.86
061070364 1635.83 1635.83 9/1/2006 210800 210674.9
061070366 759.89 759.89 9/1/2006 71200 71181.78
061070438 1392.39 1392.39 10/1/2006 170000 169910.94
061070440 864.8 864.8 10/1/2006 107000 106942.16
061070460 2198.85 2198.85 9/1/2006 259250 259125.15
061070461 1654.44 1654.44 10/1/2006 232900 232837.04
061070463 1134.43 1134.43 9/1/2006 116800 116760.57
061070464 679.15 679.15 10/1/2006 83000 83000
061070486 631.42 631.42 9/1/2006 67915 67889.16
061070606 568.19 568.19 10/1/2006 64800 64771.27
061070622 735.33 735.33 10/1/2006 83440 83403.48
061070666 1407.56 1407.56 10/1/2006 169600 169513.91
061070735 616.15 616.15 9/1/2006 87200 87176.08
061070742 829.93 829.93 10/1/2006 100000 99949.24
061070754 1201.9 1201.9 9/1/2006 142200 142177.18
061070805 717.87 717.87 10/1/2006 83200 83161.6
061070817 695.8 695.8 10/1/2006 66400 66340.28
061070826 726.78 726.78 9/1/2006 72000 71978.22
061070879 939.09 939.09 10/1/2006 111200 111145.88
061070887 753.37 753.37 10/1/2006 94900 94746.52
061070897 1264.44 1264.44 10/1/2006 160000 159903.33
061070901 1036.21 1036.21 9/1/2006 131120 131045.34
061070909 661.04 661.04 9/1/2006 80000 79958.96
061070923 1084.06 1084.06 9/1/2006 130050 129984.67
061070969 932.74 932.74 10/1/2006 136350 136309.22
061070980 746.98 746.98 9/1/2006 90400 90353.62
061071010 501.03 501.03 10/1/2006 50400 50384.07
061071044 555.38 555.38 10/1/2006 54400 54384.09
061071060 665.86 665.86 9/1/2006 83200 83153.98
061071072 222.53 222.53 9/1/2006 20800 20777.67
061071098 387.61 387.61 9/1/2006 50000 49989.47
061071190 681.19 681.19 9/1/2006 68000 67978.98
061071224 562.35 562.35 10/1/2006 60000 59977.65
061071251 851.33 851.33 9/1/2006 103600 103581.79
061071258 1513.79 1513.79 10/1/2006 257000 256889
061071264 689.7 689.7 9/1/2006 81600 81586.9
061071350 978.89 978.89 9/1/2006 118560 118539.47
061071474 1022.78 1022.78 10/1/2006 133385 133303.7
061071484 912.07 912.07 10/1/2006 108000 108000
061071486 913.54 913.54 10/1/2006 121600 121522.46
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3510376