EXHIBIT 4
================================================================================
ASSET BACKED FUNDING CORPORATION,
Depositor
OPTION ONE MORTGAGE CORPORATION,
Servicer
and
WELLS FARGO BANK, N.A.,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2005
ABFC 2005-OPT1 Trust
ABFC Asset-Backed Certificates, Series 2005-OPT1
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms..................................................
Section 1.02
Accounting.....................................................
Section 1.03 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 or the Seller.................................
Section 2.04
[Reserved].....................................................
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 and the
Uncertificated Regular
Interests....................................................
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 Servicer to Act as
Servicer....................................
Section 3.02 Collection of Mortgage Loan
Payments...........................
Section 3.03 Realization Upon Defaulted
Mortgage Loans......................
Section 3.04 Collection Account and
Distribution Account....................
Section 3.05 Permitted Withdrawals From the
Collection Account..............
Section 3.06 Establishment of Escrow Accounts;
Deposits in
Escrow Accounts..............................................
Section 3.07 Permitted Withdrawals From Escrow
Account......................
Section 3.08 Payment of Taxes, Insurance and
Other Charges;
Collections Thereunder.......................................
Section 3.09 Transfer of
Accounts...........................................
Section 3.10 Maintenance of Hazard
Insurance................................
Section 3.11 Maintenance of Mortgage Impairment
Insurance Policy............
Section 3.12 Fidelity Bond, Errors and
Omissions Insurance..................
Section 3.13 Title, Management and Disposition
of REO Property..............
Section 3.14 Due-on-Sale Clauses; Assumption
and Substitution
Agreements...................................................
Section 3.15 Notification of
Adjustments....................................
Section 3.16
[Reserved].....................................................
Section 3.17 Trustee to Cooperate; Release of
Files.........................
Section 3.18 Servicing
Compensation.........................................
Section 3.19 Annual Statement as to
Compliance..............................
Section 3.20 Annual Independent Certified
Public
Accountants' Reports.........................................
Section 3.21 Access to Certain Documentation
and Information
Regarding the Mortgage Loans.................................
Section 3.22 Duties of Credit Risk
Manager..................................
Section 3.23 Obligations of the Servicer in
Respect of
Compensating Interest........................................
Section 3.24 Obligations of the Servicer in
Respect of Mortgage
Interest Rates and Monthly Payments..........................
Section 3.25 Investment of Funds in the
Collection Account
and the Distribution Account.................................
Section 3.26 Liability of Servicer;
Indemnification.........................
Section 3.27 Reports of Foreclosure and
Abandonment of
Mortgaged Properties.........................................
Section 3.28 Protection of
Assets...........................................
Section 3.29 Limitation of Liability of the
Credit Risk Manager.............
Section 3.30 No Personal
Solicitation.......................................
Section 3.31 Periodic
Filings...............................................
ARTICLE IV
FLOW OF FUNDS
Section 4.01 Interest
Distributions.........................................
Section 4.02 Distributions of Principal and
Monthly
Excess Cashflow Amounts......................................
Section 4.03 Allocation of
Losses...........................................
Section 4.04 Method of
Distribution.........................................
Section 4.05 Distributions on Book-Entry
Certificates.......................
Section 4.06
Statements.....................................................
Section 4.07 Remittance Reports;
Advances...................................
Section 4.08 REMIC
Distributions............................................
Section 4.09 Swap
Account...................................................
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...........................................
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 Compensation 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 AND GRANTOR TRUST 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...............................
Section 9.04 REO
Property...................................................
Section 9.05 Grantor Trust
Administration...................................
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
Beneficiary.......................................
Section 11.11 Acts of
Certificateholders....................................
<PAGE>
EXHIBITS:
Exhibit A-1SS
Form of Class A-1SS Certificates
Exhibit A-1MZ
Form of Class A-1MZ Certificates
Exhibit A-2A
Form of Class A-2A Certificates
Exhibit A-2B
Form of Class A-2B Certificates
Exhibit A-2C
Form of Class A-2C Certificates
Exhibit B-1
Form of Class M-1 Certificates
Exhibit B-2
Form of Class M-2 Certificates
Exhibit B-3
Form of Class M-3 Certificates
Exhibit B-4
Form of Class M-4 Certificates
Exhibit B-5
Form of
Class M-5 Certificates
Exhibit B-6
Form of Class M-6 Certificates
Exhibit B-7
Form of Class M-7 Certificates
Exhibit B-8
Form of Class M-8 Certificates
Exhibit B-9
Form of Class M-9 Certificates
Exhibit B-10
Form of Class B-1 Certificates
Exhibit B-11
Form of Class B-2 Certificates
Exhibit C-1
Form of Class CE Certificates
Exhibit C-2
Form of Class P Certificates
Exhibit C-3
Form of Class R Certificates
Exhibit C-4
Form of Class R-X Certificates
Exhibit D-1
Group 1 Mortgage Loan Schedule
Exhibit D-2
Group 2 Mortgage Loan Schedule
Exhibit E
Form of 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
Mortgage Loan Purchase Agreement
Exhibit H
Form of Lost Note Affidavit
Exhibit I
Form of ERISA Representation
Exhibit J-1
Form of Investment Letter (Non-Rule 144A)
Exhibit J-2
Form of Rule 144A Investment Letter
Exhibit K
Form of Residual Transfer Affidavit
Exhibit L
Form of Transferor Certificate
Exhibit M
Monthly Information Provided by Servicer
Exhibit N
Form of Interest Rate Swap Agreement
Exhibit O
Form of Certification
Exhibit P-1
Form of Certification of the Trustee to be Provided
to Depositor
Exhibit P-2
Form of Certification of the Servicer to be Provided
to Depositor
<PAGE>
ASSET BACKED FUNDING CORPORATION, as depositor (the
"Depositor"),
OPTION ONE MORTGAGE CORPORATION, as
servicer (the "Servicer"), and WELLS FARGO
BANK, N.A., as trustee (the "Trustee") are
entering into this Pooling and
Servicing Agreement, dated as of October 1,
2005 (the "Agreement").
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 A-1SS, Class A-1MZ, Class
A-2A, Class A-2B and Class A-2C
Certificates, (ii) 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 and Class M-9
Certificates, (iii) the Class B-1 and Class
B-2 Certificates, (iv) the Class CE
Certificates, (v) the Class P Certificates
and (vi) the Class R and Class R-X
Certificates.
REMIC 1
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets subject to this Agreement
(but exclusive of the Interest Rate
Swap Agreement, the Swap Account, the Cap
Carryover Amounts, the Prepayment
Charges, the Originator Prepayment Charge
Payment Amounts and the Servicer
Prepayment Charge Payment Amounts) as a
real estate investment conduit (a
"REMIC") for federal income tax purposes,
and such segregated pool of assets
will be designated as "REMIC 1." The Class
R-1 Interest will represent the sole
class of "residual interests" in REMIC 1
for purposes of the REMIC Provisions
under federal income tax law. The following
table irrevocably sets forth the
designation, the Uncertificated REMIC 1
Pass-Through Rate, the initial
Uncertificated Principal Balance, and
solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for
each of the REMIC 1 Regular Interests. None
of the REMIC 1 Regular Interests
will be certificated.
Uncertificated
Initial
REMIC 1
Uncertificated
Latest Possible
Designation Pass-Through
Rate
Balance
Maturity Date(1)
-----------
----------------- ---------------
------------------
I-1
Variable(2)
$200,028,761.58 September 25,
2035
I-2
Variable(2)
$296,453,236.60 September 25,
2035
-------------------
(1) Solely for purposes of
Treasury Regulations Section 1.860G-1(a)(4)(iii),
the
Distribution Date in the month following the maturity date for
the
Mortgage
Loan with the latest maturity date has been designated as the
"latest
possible maturity date" for each REMIC 1 Regular Interest.
(2) Calculated in accordance
with the definition of "Uncertificated REMIC 1
Pass-Through Rate" herein.
REMIC 2
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the
REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC 2." The Class R-2
Interest will represent the sole class of
"residual interests" in REMIC 2 for
purposes of the REMIC Provisions under
federal income tax law. The following table
irrevocably sets forth the
designation, the Uncertificated REMIC 2
Pass-Through Rate, the initial
Uncertificated Balance, and for purposes of
satisfying Treasury Regulations
Section 1.860G-1(a)(4)(iii), the "latest
possible maturity date" for each of the
REMIC 2 Regular Interests. None of the
REMIC 2 Regular Interests will be
certificated.
Uncertificated
Initial
REMIC 2
Certificate
Assumed Final
Designation Pass-Through Rate
Principal
Balance Maturity
Date(1)
----------- -----------------
----------------- ------------------
I
(2)
$10,001,432.51 September 25, 2035
I-1-A
(2)
$1,120,180.30 September 25, 2035
I-1-B
(2)
$1,120,180.30 September 25, 2035
I-2-A
(2)
$1,309,780.09 September 25, 2035
I-2-B
(2)
$1,309,780.09 September 25, 2035
I-3-A
(2)
$2,060,779.73 September 25, 2035
I-3-B
(2)
$2,060,779.73 September 25, 2035
I-4-A
(2)
$1,669,604.99 September 25, 2035
I-4-B
(2)
$1,669,604.99 September 25, 2035
I-5-A
(2)
$1,846,204.86 September 25, 2035
I-5-B
(2)
$1,846,204.86 September 25, 2035
I-6-A
(2)
$2,016,382.23 September 25, 2035
I-6-B
(2)
$2,016,382.23 September 25, 2035
I-7-A
(2)
$2,178,876.85 September 25, 2035
I-7-B
(2)
$2,178,876.85 September 25, 2035
I-8-A
(2)
$2,275,562.89 September 25, 2035
I-8-B
(2)
$2,275,562.89 September 25, 2035
I-9-A
(2)
$2,365,904.78 September 25, 2035
I-9-B
(2)
$2,365,904.78 September 25, 2035
I-10-A
(2)
$2,449,289.13 September 25, 2035
I-10-B
(2)
$2,449,289.13 September 25, 2035
I-11-A
(2)
$2,525,071.92 September 25, 2035
I-11-B
(2)
$2,525,071.92 September 25, 2035
I-12-A
(2)
$2,592,656.86 September 25, 2035
I-12-B
(2)
$2,592,656.86 September 25, 2035
I-13-A
(2)
$2,651,503.47 September 25, 2035
I-13-B
(2)
$2,651,503.47 September 25, 2035
I-14-A
(2)
$2,701,132.32 September 25, 2035
I-14-B
(2)
$2,701,132.32 September 25, 2035
I-15-A
(2)
$2,741,131.24 September 25, 2035
I-15-B
(2)
$2,741,131.24 September 25, 2035
I-16-A
(2)
$2,771,160.80 September 25, 2035
I-16-B
(2)
$2,771,160.80 September 25, 2035
I-17-A
(2)
$2,790,959.52 September 25, 2035
I-17-B
(2)
$2,790,959.52 September 25, 2035
I-18-A
(2)
$2,800,346.90 September 25, 2035
I-18-B
(2)
$2,800,346.90 September 25, 2035
I-19-A
(2)
$2,799,227.87
September 25, 2035
I-19-B
(2)
$2,799,227.87 September 25, 2035
I-20-A
(2)
$9,100,425.84 September 25, 2035
I-20-B
(2)
$9,100,425.84 September 25, 2035
I-21-A
(2)
$32,051,579.64 September 25, 2035
I-21-B
(2)
$32,051,579.64 September 25, 2035
I-22-A
(2)
$419,636.24 September 25, 2035
I-22-B
(2)
$419,636.24 September 25, 2035
I-23-A
(2)
$401,303.24 September 25, 2035
I-23-B
(2)
$401,303.24 September 25, 2035
I-24-A
(2)
$383,828.40 September 25, 2035
I-24-B
(2)
$383,828.40 September 25, 2035
I-25-A
(2)
$367,169.22 September 25, 2035
I-25-B
(2)
$367,169.22 September 25, 2035
I-26-A
(2)
$351,284.80 September 25, 2035
I-26-B
(2)
$351,284.80 September 25, 2035
I-27-A
(2)
$336,135.86 September 25, 2035
I-27-B
(2)
$336,135.86 September 25, 2035
I-28-A
(2)
$321,686.94 September 25, 2035
I-28-B
(2)
$321,686.94 September 25, 2035
I-29-A
(2)
$307,902.39 September 25, 2035
I-29-B
(2)
$307,902.39 September 25, 2035
I-30-A
(2)
$294,749.98 September 25, 2035
I-30-B
(2)
$294,749.98 September 25, 2035
I-31-A
(2)
$320,562.87 September 25, 2035
I-31-B
(2)
$320,562.87 September 25, 2035
I-32-A
(2)
$313,521.73 September 25, 2035
I-32-B
(2)
$313,521.73 September 25, 2035
I-33-A
(2)
$1,242,858.11 September 25, 2035
I-33-B
(2)
$1,242,858.11 September 25, 2035
I-34-A
(2)
$183,013.31 September 25, 2035
I-34-B
(2)
$183,013.31 September 25, 2035
I-35-A
(2)
$176,526.95 September 25, 2035
I-35-B
(2)
$176,526.95 September 25, 2035
I-36-A
(2)
$170,269.63 September 25, 2035
I-36-B
(2)
$170,269.63 September 25, 2035
I-37-A
(2)
$164,233.10 September 25, 2035
I-37-B
(2)
$164,233.10 September 25, 2035
I-38-A
(2)
$158,409.50 September 25, 2035
I-38-B
(2)
$158,409.50 September 25, 2035
I-39-A
(2)
$152,791.57 September 25, 2035
I-39-B
(2)
$152,791.57 September 25, 2035
I-40-A
(2)
$147,372.07 September 25, 2035
I-40-B
(2)
$147,372.07 September 25, 2035
I-41-A
(2)
$142,143.74 September 25, 2035
I-41-B
(2)
$142,143.74 September 25, 2035
I-42-A
(2)
$137,100.13 September 25, 2035
I-42-B
(2)
$137,100.13 September 25, 2035
I-43-A
(2)
$132,234.81 September 25, 2035
I-43-B
(2)
$132,234.81 September 25, 2035
I-44-A
(2)
$127,541.12 September 25, 2035
I-44-B
(2)
$127,541.12 September 25, 2035
I-45-A
(2)
$123,013.22 September 25, 2035
I-45-B
(2)
$123,013.22 September 25, 2035
I-46-A
(2)
$118,645.66 September 25, 2035
I-46-B
(2)
$118,645.66 September 25, 2035
I-47-A
(2)
$114,432.22 September 25, 2035
I-47-B
(2)
$114,432.22 September 25, 2035
I-48-A
(2)
$110,367.44 September 25, 2035
I-48-B
(2)
$110,367.44 September 25, 2035
I-49-A
(2)
$106,446.90 September 25, 2035
I-49-B
(2)
$106,446.90 September 25, 2035
I-50-A
(2)
$2,870,664.66 September 25, 2035
I-50-B
(2)
$2,870,664.66 September 25, 2035
II
(2)
$14,822,667.60 September 25, 2035
II-1-A
(2)
$1,660,168.20 September 25, 2035
II-1-B
(2)
$1,660,168.20 September 25, 2035
II-2-A
(2)
$1,941,165.41 September 25, 2035
II-2-B
(2)
$1,941,165.41 September 25, 2035
II-3-A
(2)
$3,054,187.77 September 25, 2035
II-3-B
(2)
$3,054,187.77 September 25, 2035
II-4-A
(2)
$2,474,445.51 September 25, 2035
II-4-B
(2)
$2,474,445.51 September 25, 2035
II-5-A
(2)
$2,736,176.14 September 25, 2035
II-5-B
(2)
$2,736,176.14 September 25, 2035
II-6-A
(2)
$2,988,388.27 September 25, 2035
II-6-B
(2)
$2,988,388.27 September 25, 2035
II-7-A
(2)
$3,229,214.15 September 25, 2035
II-7-B
(2)
$3,229,214.15 September 25, 2035
II-8-A
(2)
$3,372,508.11 September 25, 2035
II-8-B
(2)
$3,372,508.11 September 25, 2035
II-9-A
(2)
$3,506,399.72 September 25, 2035
II-9-B
(2)
$3,506,399.72 September 25, 2035
II-10-A
(2)
$3,629,979.87 September 25, 2035
II-10-B
(2)
$3,629,979.87 September 25, 2035
II-11-A
(2)
$3,742,294.08 September 25, 2035
II-11-B
(2)
$3,742,294.08 September 25, 2035
II-12-A
(2)
$3,842,458.64 September 25, 2035
II-12-B
(2)
$3,842,458.64 September 25, 2035
II-13-A
(2)
$3,929,672.53 September 25, 2035
II-13-B
(2)
$3,929,672.53 September 25, 2035
II-14-A
(2)
$4,003,225.18 September 25, 2035
II-14-B
(2)
$4,003,225.18 September 25, 2035
II-15-A
(2)
$4,062,505.76 September 25, 2035
II-15-B
(2)
$4,062,505.76 September 25, 2035
II-16-A
(2)
$4,107,011.20 September 25, 2035
II-16-B
(2)
$4,107,011.20 September 25, 2035
II-17-A
(2)
$4,136,353.98 September 25, 2035
II-17-B
(2)
$4,136,353.98 September 25, 2035
II-18-A
(2)
$4,150,266.60 September 25, 2035
II-18-B
(2)
$4,150,266.60 September 25, 2035
II-19-A
(2)
$4,148,608.13 September 25, 2035
II-19-B
(2)
$4,148,608.13 September 25, 2035
II-20-A
(2)
$13,487,326.66 September 25, 2035
II-20-B
(2)
$13,487,326.66 September 25, 2035
II-21-A
(2)
$47,502,186.36 September 25, 2035
II-21-B
(2)
$47,502,186.36 September 25, 2035
II-22-A
(2)
$621,923.76 September 25, 2035
II-22-B
(2)
$621,923.76 September 25, 2035
II-23-A
(2)
$594,753.26 September 25, 2035
II-23-B
(2)
$594,753.26 September 25, 2035
II-24-A
(2)
$568,854.60 September 25, 2035
II-24-B
(2)
$568,854.60 September 25, 2035
II-25-A
(2)
$544,164.78 September 25, 2035
II-25-B
(2)
$544,164.78 September 25, 2035
II-26-A
(2)
$520,623.20 September 25, 2035
II-26-B
(2)
$520,623.20 September 25, 2035
II-27-A
(2)
$498,171.64 September 25, 2035
II-27-B
(2)
$498,171.64 September 25, 2035
II-28-A
(2)
$476,757.56 September 25, 2035
II-28-B
(2)
$476,757.56 September 25, 2035
II-29-A
(2)
$456,328.11 September 25, 2035
II-29-B
(2)
$456,328.11 September 25, 2035
II-30-A
(2)
$436,835.52 September 25, 2035
II-30-B
(2)
$436,835.52 September 25, 2035
II-31-A
(2)
$475,091.63 September 25, 2035
II-31-B
(2)
$475,091.63 September 25, 2035
II-32-A
(2)
$464,656.27 September 25, 2035
II-32-B
(2)
$464,656.27
September 25, 2035
II-33-A
(2)
$1,841,983.39 September 25, 2035
II-33-B
(2)
$1,841,983.39 September 25, 2035
II-34-A
(2)
$271,235.69 September 25, 2035
II-34-B
(2)
$271,235.69 September 25, 2035
II-35-A
(2)
$261,622.55 September 25, 2035
II-35-B
(2)
$261,622.55 September 25, 2035
II-36-A
(2)
$252,348.87 September 25, 2035
II-36-B
(2)
$252,348.87 September 25, 2035
II-37-A
(2)
$243,402.40 September 25, 2035
II-37-B
(2)
$243,402.40 September 25, 2035
II-38-A
(2)
$234,771.50 September 25, 2035
II-38-B
(2)
$234,771.50 September 25, 2035
II-39-A
(2)
$226,445.43 September 25, 2035
II-39-B
(2)
$226,445.43 September 25, 2035
II-40-A
(2)
$218,413.43 September 25, 2035
II-40-B
(2)
$218,413.43 September 25, 2035
II-41-A
(2)
$210,664.76 September 25, 2035
II-41-B
(2)
$210,664.76 September 25, 2035
II-42-A
(2)
$203,189.87 September 25, 2035
II-42-B
(2)
$203,189.87 September 25, 2035
II-43-A
(2)
$195,979.19 September 25, 2035
II-43-B
(2)
$195,979.19 September 25, 2035
II-44-A
(2)
$189,022.88 September 25, 2035
II-44-B
(2)
$189,022.88 September 25, 2035
II-45-A
(2)
$182,312.28 September 25, 2035
II-45-B
(2)
$182,312.28 September 25, 2035
II-46-A
(2)
$175,839.34 September 25, 2035
II-46-B
(2)
$175,839.34 September 25, 2035
II-47-A
(2)
$169,594.78 September 25, 2035
II-47-B
(2)
$169,594.78 September 25, 2035
II-48-A
(2)
$163,570.56 September 25, 2035
II-48-B
(2)
$163,570.56 September 25, 2035
II-49-A
(2)
$157,760.10 September 25, 2035
II-49-B
(2)
$157,760.10 September 25, 2035
II-50-A
(2)
$4,254,481.34 September 25, 2035
II-50-B
(2)
$4,254,481.34 September 25, 2035
---------------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage
Loan with the latest possible maturity date has been designated
as the
"latest possible maturity date" for each REMIC 2 Regular
Interest.
(2) Calculated in accordance
with the definition of "Uncertificated REMIC 2
Pass-Through Rate" herein.
REMIC 3
As provided herein, the Trustee will 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 Balance or Uncertificated
Notional Amount, and for purposes of
satisfying Treasury Regulations 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.
Initial
Uncertificated
Uncertificated
Balance or
REMIC 3
Uncertificated
Latest Possible
Designation Pass-Through Rate
Notional
Amount (3) Maturity
Date(1)
----------- -----------------
------------------- ------------------
LT1AA
Variable(2)
$243,276,179.07
September 25, 2035
LT1A1SS
Variable(2)
$650,890.00
September 25, 2035
LT1A1MZ
Variable(2)
$162,725.00
September 25, 2035
LT1A2A
Variable(2)
$516,215.00
September 25, 2035
LT1A2B
Variable(2)
$569,910.00
September 25, 2035
LT1A2C
Variable(2)
$119,700.00
September 25, 2035
LT1M1
Variable(2)
$110,465.00
September 25, 2035
LT1M2
Variable(2)
$99,295.00
September 25, 2035
LT1M3
Variable(2)
$31,030.00
September 25, 2035
LT1M4
Variable(2)
$32,270.00
September 25, 2035
LT1M5
Variable(2)
$29,790.00
September 25, 2035
LT1M6
Variable(2)
$31,030.00
September 25, 2035
LT1M7
Variable(2)
$27,305.00
September 25, 2035
LT1M8
Variable(2)
$17,375.00
September 25, 2035
LT1M9
Variable(2)
$26,070.00
September 25, 2035
LT1B1
Variable(2)
$21,100.00
September 25, 2035
LT1B2
Variable(2)
$14,895.00
September 25, 2035
LT1ZZ
Variable(2)
$2,504,754.98
September 25, 2035
LT1SUB
Variable(2)
$3,730.58
September 25, 2035
LT1GRP
Variable(2)
$20,002.88
September 25, 2035
LT2SUB
Variable(2)
$5,528.82
September 25, 2035
LT2GRP
Variable(2)
$29,645.32
September 25, 2035
LT1XX
Variable(2)
$248,182,091.46
September 25, 2035
LTIO(3)
Variable(2)
$235,828,949.00
September 25, 2035
-------------------
(1) For purposes of Treasury
Regulations Section 1.860G-1(a)(4)(iii), the
Distribution Date in the month following the maturity date for
the
Mortgage
Loan with the latest maturity date has been designated as the
"latest
possible maturity date" for each REMIC 3 Regular Interest and
each
Class of
Regular Certificates.
(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 Balance, but
will
accrue interest on its Uncertificated Notional Amount, as
defined
herein.
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 Class
designation,
Certificate Interest Rate and Original
Class Certificate Principal Balance for
each Class of Certificates comprising the
interests in the Trust Fund created
hereunder:
Original Class
Certificate
Certificate
Assumed Final
Class
Principal Balance Interest Rate
Maturity Dates
-----
----------------- -------------
--------------
A-1SS
$130,178,000.00
(1)
July 25, 2033
A-1MZ
$32,545,000.00
(2)
July 25, 2035
A-2A
$103,243,000.00
(3)
May 25, 2025
A-2B
$113,982,000.00
(4)
March 25, 2034
A-2C
$23,940,000.00
(5)
July 25, 2035
M-1
$22,093,000.00
(6)
June 25, 2035
M-2
$19,859,000.00
(7)
May 25, 2035
M-3
$6,206,000.00
(8)
April 25, 2035
M-4
$6,454,000.00
(9)
April 25, 2035
M-5
$5,958,000.00
(10)
March 25, 2035
M-6
$6,206,000.00
(11)
March 25, 2035
M-7
$5,461,000.00
(12)
January 25, 2035
M-8
$3,475,000.00
(13)
December 25, 2034
M-9
$5,214,000.00
(14)
October 25, 2034
B-1
$4,220,000.00
(15)
June 25, 2034
B-2
$2,979,000.00
(16)
October 25, 2033
CE Interest
(17)
(17)
July 25, 2035
Swap IO Interest
(18)
(19)
July 25, 2035
R
N/A
N/A
N/A
R-X
N/A
N/A
N/A
Total
$492,013,000.00
-------------------
(1) Interest will accrue on the Class
A-1SS Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class A-1SS
Pass-Through
Rate and (ii) the Group 1 Cap for such Distribution Date.
(2) Interest will accrue on the Class
A-1MZ Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class A-1MZ
Pass-Through
Rate and (ii) the Group 1 Cap for such Distribution Date.
(3) Interest will accrue on the Class
A-2A Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class A-2A
Pass-Through
Rate and (ii) the Group 2 Cap for such Distribution Date.
(4) Interest will accrue on the Class
A-2B Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class A-2B
Pass-Through
Rate and (ii) the Group 2 Cap for such Distribution Date.
(5) Interest will accrue on the Class
A-2C Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class A-2C
Pass-Through
Rate and (ii) the Group 2 Cap for such Distribution Date.
(6) Interest will accrue on the Class
M-1 Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-1
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(7) Interest will accrue on the Class
M-2 Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-2
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(8) Interest will accrue on the Class
M-3 Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-3
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(9) Interest will accrue on the Class
M-4 Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-4
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(10) Interest will accrue on the Class M-5
Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-5
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(11) Interest will accrue on the Class M-6
Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-6
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(12) Interest will accrue on the Class M-7
Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-7
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(13) Interest will accrue on the Class M-8
Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-8
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(14) Interest will accrue on the Class M-9
Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class M-9
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(15) Interest will accrue on the Class B-1
Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class B-1
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(16) Interest will accrue on the Class B-2
Certificates during each Interest
Accrual Period
at a rate equal to the lesser of: (i) the Class B-2
Pass-Through
Rate and (ii) the Pool Cap for such Distribution Date.
(17) Solely for REMIC purposes, the Class
CE Interest will (i) have an initial
principal
balance equal to the Initial Overcollateralization Amount and
(ii) will bear
interest on its Notional Amount.
(18) For federal income tax purposes, the
Swap IO Interest will not have an
Uncertificated
Balance, but will have a notional amount equal to the
Uncertificated
Notional Amount of REMIC 3 Regular Interest IO.
(19) For federal income tax purposes, the
Swap IO Interest will not have a
Certificate
Interest Rate, but will be entitled to 100% of the amounts
distributed on
REMIC 3 Regular Interest LTIO.
Interest will accrue on the regular interests represented by
the
Offered Certificates and Class B
Certificates at their respective REMIC 4
Pass-Through Rates.
REMIC 5
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the
Class CE Interest and the Swap IO
Interest as a REMIC for federal income tax
purposes, and such segregated pool of
assets will be designated as "REMIC 5." The
Class R-Certificate represents the
sole class of "residual interests" in REMIC
5 for purposes of the REMIC
Provisions.
The following table sets forth (or describes) the Class
designation,
Certificate Interest Rate and Original
Class Certificate Principal Balance for
the Class of Certificates comprising the
interests in the Trust Fund created
hereunder:
<PAGE>
Original Class
Certificate
Certificate
Assumed Final
Class
Principal Balance Interest Rate
Maturity
Dates(1)
-----
----------------- -------------
-----------------
CE
N/A(2)
Variable(3)
September 25, 2035
---------------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date following the maturity date for the Mortgage
Loan
with the
latest maturity date has been designated as the "latest
possible
maturity
date" for each Class of Certificates that represents one or
more
of the
"regular interests" in REMIC 5.
(2) Solely for REMIC purposes,
the Class CE Certificates will have an initial
principal
balance equal to the Initial Overcollateralization Amount.
(3) The Class CE Certificates
will be entitled to 100% of amounts distributed
on the
Class CE Interest and the Swap IO Interest.
In addition, the Trust shall issue the Class P Certificates,
which
shall be issued by the Grantor Trust.
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.
Interest on all Classes of REMIC 1
Regular Interests will be calculated on the
basis of a 360-day year consisting
of twelve 30-day months. Interest on all
Regular Certificates will be calculated
on the basis of the actual number of days
in the related Interest Accrual Period
and a 360-day year.
"1933 Act": The Securities Act of 1933, as amended.
"60+ Day Delinquent Loan": Each Mortgage Loan (including each
Mortgage Loan in foreclosure and each
Mortgage Loan for which the Mortgagor has
filed for bankruptcy after the Closing
Date) with respect to which any portion
of a Monthly Payment is, as of the last day
of the prior Collection Period, two
months or more past due and each Mortgage
Loan relating to an REO Property.
"Account": Any of the Collection Account, the Distribution
Account,
the Swap Account or the Escrow Account.
"Accrued Certificate Interest": With respect to each
Distribution
Date and Class of Certificates, an amount
equal to the interest accrued at the
Certificate Interest Rate described
opposite such Class in the table in the
Preliminary Statement (or in the case of
the regular interests represented
thereby, at the related REMIC 4
Pass-Through Rate) during the related Interest
Accrual Period on the Certificate Principal
Balance of such Class of
Certificates, reduced by such Class'
Interest Percentage of Relief Act Interest
Shortfalls for such Distribution Date.
"Adjustable-Rate Mortgage Loan": A Mortgage Loan which has a rate
at
which interest accrues that adjusts based
on the Index plus a related Gross
Margin, as set forth and subject to the
limitations in the related Mortgage
Note.
"Adjustment Date": With respect to each Adjustable-Rate
Mortgage
Loan, each adjustment date on which the
Mortgage Interest Rate of an
Adjustable-Rate 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 Schedules.
"Advance": As to any Mortgage Loan, any advance made by the
Servicer
in respect of any Distribution Date
pursuant to Section 4.07.
"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
and supplements hereto.
"Applicable Regulations": As to any Mortgage Loan, all federal,
state and local laws, statutes, rules and
regulations applicable thereto.
"Applied Realized Loss Amount": Any of a Class A-1MZ Applied
Realized Loss Amount or a Subordinated
Applied Realized Loss Amount.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form,
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": As to any Distribution Date, an amount equal
to
the excess of (i) the sum of (a) the
aggregate of the Monthly Payments due
during the related Collection Period and
received on or prior to the related
Determination Date by the Servicer, (b)
Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds, Principal
Prepayments, Substitution Adjustment
Amounts, the Purchase Price for any
repurchased Mortgage Loan, the Termination
Price with respect to the termination of
the Trust pursuant to Section 10.01
hereof and other unscheduled recoveries of
principal and interest (excluding
Prepayment Charges, Originator Prepayment
Charge Payment Amounts, Servicer
Prepayment Charge Payment Amounts and
Prepayment Interest Excess) in respect of
the Mortgage Loans during the related
Prepayment Period, (c) the aggregate of
any amounts received in respect of an REO
Property deposited in the Collection
Account for such Distribution Date, (d) any
Compensating Interest for such
Distribution Date, (e) the aggregate of any
Advances made by the Servicer for
such Distribution Date and (f) any
Reimbursement Amount or Subsequent Recovery
deposited into the Collection Account
during the related Prepayment Period over
(ii) the sum of (a) amounts reimbursable or
payable to the Servicer pursuant to
Sections 3.05 or 6.03, (b) amounts
reimbursable or payable to the Trustee
pursuant to Section 8.05 or Section
9.01(c), (c) Stayed Funds, (d) the Servicing
Fee and (e) amounts deposited in the
Collection Account or the Distribution
Account, as the case may be, in error.
"Bankruptcy Code": 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-1SS, Class A-1MZ, Class
A-2A, Class A-2B, Class A-2C, 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 B-1 and Class B-2
Certificates shall be Book-Entry
Certificates.
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in the State of
Delaware, the State of New York, the
State of Florida, the State of California,
the Commonwealth of Pennsylvania 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.
"Cap": Any of the Group 1 Cap, the Group 2 Cap or the Pool Cap.
"Cap Carryover Amount": If on any Distribution Date, the
Accrued
Certificate Interest for any Offered
Certificate and the Class B Certificates is
based upon the related Cap, the excess of
(i) the amount of interest such
Certificate would have been entitled to
receive on such Distribution Date based
on the related Pass-Through Rate, over (ii)
the amount of interest such
Certificate received on such Distribution
Date based on such related Cap,
together with the unpaid portion of any
such excess from prior Distribution
Dates (and interest accrued thereon at the
then applicable Pass-Through Rate on
such Certificate).
"Certificate": Any Regular Certificate, Class P Certificate or
Residual Certificate.
"Certificate Custodian": Initially, Wells Fargo Bank, N.A.;
thereafter any other Certificate Custodian
acceptable to the Depository and
selected by the Trustee.
"Certificate Interest Rate": With respect to each Distribution
Date
and Class of Certificates, the per annum
rate described in the table in the
Preliminary Statement during the related
Interest Accrual Period on the
Certificate Principal Balance.
"Certificate Owner": With respect to each Book-Entry
Certificate,
any beneficial owner thereof.
"Certificate Principal Balance": With respect to any Class of
Certificates (other than the Class CE,
Class P and Residual Certificates) and
any Distribution Date, the Original Class
Certificate Principal Balance (a)
reduced by the sum of (i) all amounts
actually distributed in respect of
principal of such Class on all prior
Distribution Dates and (ii) Applied
Realized Loss Amounts allocated thereto for
previous Distribution Dates and (b)
increased by any Subsequent Recoveries
allocated to such Class for previous
Distribution Dates. The Class CE, Class P
and Residual Certificates do not have
a Certificate Principal Balance. With
respect to any Certificate (other than a
Class CE, Class P or Residual Certificate)
of a Class and any Distribution Date,
the portion of the Certificate Principal
Balance of such Class represented by
such Certificate equal to the product of
the Percentage Interest evidenced by
such Certificate and the Certificate
Principal Balance of such Class.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant
to Section 5.02 hereof.
"Certificateholder" or "Holder": 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 any
Residual Certificate for any purpose
hereof.
"Certification": As defined in Section 3.31(b) hereof.
"Class": Collectively, Certificates or REMIC Regular Interests
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-1MZ Applied Realized Loss Amount": As to the Class
A-1MZ
Certificates and as of any Distribution
Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking
into account the distribution of the
Principal Distribution Amount on such
Distribution Date and any increase as a
result of Subsequent Recoveries, but prior
to the application of the Class A-1MZ
Applied Realized Loss Amount, if any, on
such Distribution Date) and (y) the
excess of the aggregate Certificate
Principal Balance of the Class A-1SS and
Class A-1MZ Certificates after taking into
account the application of the
Applied Realized Loss Amounts for the Class
M Certificates and Class B
Certificates on such Distribution Date over
the aggregate Principal Balance of
the Group 1 Mortgage Loans as of the end of
the related Collection Period, after
giving effect to Principal Prepayments in
the related Prepayment Period.
"Class A-1MZ Certificate Margin": For each Distribution Date (i)
on
or prior to the Optional Termination Date,
0.350% per annum, and (ii) following
the Optional Termination Date, 0.700% per
annum.
"Class A-1MZ Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class A-1MZ
Certificate Margin and (ii) the Group 1
Maximum Rate Cap.
"Class A-1MZ Realized Loss Amortization Amount": As to the
Class
A-1MZ Certificates and as of any
Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class A-1MZ
Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the
sum of the amounts described in Section
4.02(b)(i) and (ii) hereof, in each case
for such Distribution Date.
"Class A-1SS Certificate Margin": For each Distribution Date (i)
on
or prior to the Optional Termination Date,
0.245% per annum, and (ii) following
the Optional Termination Date, 0.490% per
annum.
"Class A-1SS Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class A-1SS
Certificate Margin and (ii) the Group 1
Maximum Rate Cap.
"Class A-2A Certificate Margin": For each Distribution Date (i)
on
or prior to the Optional Termination Date,
0.090% per annum, and (ii) following
the Optional Termination Date, 0.180% per
annum.
"Class A-2A Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class A-2A
Certificate Margin and (ii) the Group 2
Maximum Rate Cap.
"Class A-2B Certificate Margin": For each Distribution Date (i)
on
or prior to the Optional Termination Date,
0.240% per annum, and (ii) following
the Optional Termination Date, 0.480% per
annum.
"Class A-2B Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class A-2B
Certificate Margin and (ii) the Group 2
Maximum Rate Cap.
"Class A-2C Certificate Margin": For each Distribution Date (i)
on
or prior to the Optional Termination Date,
0.360% per annum, and (ii) following
the Optional Termination Date, 0.720% per
annum.
"Class A-2C Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class A-2C
Certificate Margin and (ii) the Group 2
Maximum Rate Cap.
"Class A Certificate": Any one of the Certificates with an "A"
designated on the face thereof
substantially in the form annexed hereto as
Exhibits A-1, A-2, A-3, A-4 and A-5,
executed by the Trustee on behalf of the
Trust and authenticated and delivered by
the Certificate Registrar, representing
the right to distributions as set forth
herein and therein.
"Class A Certificateholders": Collectively, the Holders of the
Class
A Certificates.
"Class B Certificates:" Any one of the Certificates with a "B"
designated on the face thereof
substantially in the form annexed hereto as
Exhibits B-10 and B-11, executed by the
Trustee on behalf of the Trust and
authenticated and delivered by the
Certificate Registrar, representing the right
to distributions as set forth herein and
therein.
"Class B Certificateholders": Collectively, the Holders of the
Class
B Certificates.
"Class B-1 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per
annum.
"Class B-1 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class B-1
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class B-1 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the
Certificate Principal Balance of the Class
M-4 Certificates (after taking into
account the payment of the Class M-4
Principal Distribution Amount on such
Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the payment of
the Class M-6 Principal Distribution Amount
on such Distribution Date), (viii)
the Certificate Principal Balance of the
Class M-7 Certificates (after taking
into account the payment of the Class M-7
Principal Distribution Amount on such
Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
(after taking into account the payment of
the Class M-9 Principal Distribution Amount
on such Distribution Date) and (xi)
the Certificate Principal Balance of the
Class B-1 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
97.00% and (ii) the Pool Balance as of the
last day of the related Collection
Period after giving effect to Principal
Prepayments in the related Prepayment
Period and (B) the Pool Balance as of the
last day of the related Collection
Period after giving effect to Principal
Prepayments in the related Prepayment
Period minus the product of 0.50% and the
Cut-off Date Aggregate Principal
Balance.
"Class B-1 Realized Loss Amortization Amount": As to the Class
B-1
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-1
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xxxii) hereof, in each
case for such Distribution Date.
"Class B-2 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per
annum.
"Class B-2 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class B-2
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class B-2 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the
Certificate Principal Balance of the Class
M-4 Certificates (after taking into
account the payment of the Class M-4
Principal Distribution Amount on such
Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the payment of
the Class M-6 Principal Distribution Amount
on such Distribution Date), (viii)
the Certificate Principal Balance of the
Class M-7 Certificates (after taking
into account the payment of the Class M-7
Principal Distribution Amount on such
Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
(after taking into account the payment of
the Class M-9 Principal Distribution Amount
on such Distribution Date), (xi) the
Certificate Principal Balance of the Class
B-1 Certificates (after taking into
account the payment of the Class B-1
Principal Distribution Amount on such
Distribution Date) and (xii) the
Certificate Principal Balance of the Class B-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 98.20% and (ii) the
Pool Balance as of the last day of
the related Collection Period after giving
effect to Principal Prepayments in
the related Prepayment Period and (B) the
Pool Balance as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period minus the product
of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class B-2 Realized Loss Amortization Amount": As to the Class
B-2
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-2
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xxxv) hereof, in each
case for such Distribution Date.
"Class CE Certificates": Any one of the Class CE Certificates
as
designated on the face thereof
substantially in the form annexed hereto as
Exhibit C-1, executed by the Trustee on
behalf of the Trust and authenticated
and delivered by the Certificate Registrar,
representing the right to
distributions as set forth herein and
therein.
"Class CE Distributable Amount": With respect to any
Distribution
Date, (x) the sum of (i) the interest
accrued on such Class CE Certificate at
its Pass-Through Rate calculated on its
Notional Amount less the amount (without
duplication) of Cap Carryover Amounts and
REMIC 4 Cap Carryover Amounts paid
pursuant to Section 4.02(b)( xxxvii), (ii)
the Overcollateralization Release
Amount and (iii) amounts distributable in
respect of the Swap IO Interest less
(y) any Net Swap Payments or Swap
Termination Payments paid to the Swap
Provider.
"Class CE Uncertificated Principal Balance": As of any date of
determination, the Initial
Overcollateralization Amount minus the sum of (i) any
Realized Losses allocated thereto and (ii)
any amounts distributed (or deemed
distributed) to the Class CE Certificates
with respect thereto.
"Class M Certificate": Any one of the Certificates with an "M"
designated on the face thereof
substantially in the form annexed hereto as
Exhibit B-1, Exhibit B-2, Exhibit B-3,
Exhibit B-4, Exhibit B-5, Exhibit B-6,
Exhibit B-7, Exhibit B-8 and Exhibit B-9,
executed by the Trustee on behalf of
the Trust and authenticated and delivered
by the Certificate Registrar,
representing the right to distributions as
set forth herein and therein.
"Class M Certificateholders": Collectively, the Holders of the
Class
M Certificates.
"Class M-1 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.460% per annum, and (ii) following the
Optional Termination Date, 0.690% per
annum.
"Class M-1 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-1
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-1 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date) and (ii) the
Certificate Principal Balance of the Class
M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser
of (A) the product of (i) 71.60% and
(ii) the Pool Balance as of the last day of
the related Collection Period after
giving effect to Principal Prepayments in
the related Prepayment Period and (B)
the Pool Balance as of the last day of the
related Collection Period after
giving effect to Principal Prepayments in
the related Prepayment Period minus
the product of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-1 Realized Loss Amortization Amount": As to the Class
M-1
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-1
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (v) hereof, in each case
for such Distribution Date.
"Class M-2 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.550% per annum, and (ii) following the
Optional Termination Date, 0.825% per
annum.
"Class M-2 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-2
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-2 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 79.60% and (ii) the
Pool Balance as of the last day of
the related Collection Period after giving
effect to Principal Prepayments in
the related Prepayment Period and (B) the
Pool Balance as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period minus the product
of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-2 Realized Loss Amortization Amount": As to the Class
M-2
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-2
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (viii) hereof, in each
case for such Distribution Date.
"Class M-3 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.640% per annum, and (ii) following the
Optional Termination Date, 0.960% per
annum.
"Class M-3 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-3
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-3 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), and (iv) the Certificate
Principal Balance of the Class M-3
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 82.10% and (ii)
the Pool Balance as of the last day of the
related Collection Period after
giving effect to Principal Prepayments in
the related Prepayment Period and (B)
the Pool Balance as of the last day of the
related Collection Period after
giving effect to Principal Prepayments in
the related Prepayment Period minus
the product of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-3 Realized Loss Amortization Amount": As to the Class
M-3
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-3
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xi) hereof, in each case
for such Distribution Date.
"Class M-4 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
0.680% per annum, and (ii) following the
Optional Termination Date, 1.020% per
annum.
"Class M-4 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-4
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-4 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date) and (v)
the Certificate Principal Balance of the
Class M-4 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
84.70% and (ii) the Pool Balance as of the
last day of the related Collection
Period after giving effect to Principal
Prepayments in the related Prepayment
Period and (B) the Pool Balance as of the
last day of the related Collection
Period after giving effect to Principal
Prepayments in the related Prepayment
Period minus the product of 0.50% and the
Cut-off Date Aggregate Principal
Balance.
"Class M-4 Realized Loss Amortization Amount": As to the Class
M-4
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-4
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xiv) hereof, in each
case for such Distribution Date.
"Class M-5 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
1.100% per annum, and (ii) following the
Optional Termination Date, 1.650% per
annum.
"Class M-5
Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-5
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-5 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the
Certificate Principal Balance of the Class
M-4 Certificates (after taking into
account the payment of the Class M-4
Principal Distribution Amount on such
Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 87.10% and (ii) the
Pool Balance as of the last day of
the related Collection Period after giving
effect to Principal Prepayments in
the related Prepayment Period and (B) the
Pool Balance as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period minus the product
of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-5 Realized Loss Amortization Amount": As to the Class
M-5
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-5
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xvii) hereof, in each
case for such Distribution Date.
"Class M-6 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
1.300% per annum, and (ii) following the
Optional Termination Date, 1.950% per
annum.
"Class M-6 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-6
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-6 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the
Certificate Principal Balance of the Class
M-4 Certificates (after taking into
account the payment of the Class M-4
Principal Distribution Amount on such
Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date) and (vii) the Certificate
Principal Balance of the Class M-6
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 89.60% and (ii)
the Pool Balance as of the last day of the
related Collection Period after
giving effect to Principal Prepayments in
the related Prepayment Period and (B)
the Pool Balance as of the last day of the
related Collection Period after
giving effect to Principal Prepayments in
the related Prepayment Period minus
the product of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-6 Realized Loss Amortization Amount": As to the Class
M-6
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-6
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xx) hereof, in each case
for such Distribution Date.
"Class M-7 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
1.850% per annum, and (ii) following the
Optional Termination Date, 2.775% per
annum.
"Class M-7 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-7
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-7 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the
Certificate Principal Balance of the Class
M-4 Certificates (after taking into
account the payment of the Class M-4
Principal Distribution Amount on such
Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the payment of
the Class M-6 Principal Distribution Amount
on such Distribution Date) and
(viii) the Certificate Principal Balance of
the Class M-7 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 91.80% and (ii) the Pool
Balance as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period and (B) the Pool
Balance as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period minus the product
of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-7 Realized Loss Amortization Amount": As to the Class
M-7
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-7
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xxiii) hereof, in each
case for such Distribution Date.
"Class M-8 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per
annum.
"Class M-8 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-8
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-8 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the
Certificate Principal Balance of the Class
M-4 Certificates (after taking into
account the payment of the Class M-4
Principal Distribution Amount on such
Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the payment of
the Class M-6 Principal Distribution Amount
on such Distribution Date), (viii)
the Certificate Principal Balance of the
Class M-7 Certificates (after taking
into account the payment of the Class M-7
Principal Distribution Amount on such
Distribution Date) 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) 93.20% and (ii) the
Pool Balance as of the last day of
the related Collection Period after giving
effect to Principal Prepayments in
the related Prepayment Period and (B) the
Pool Balance as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period minus the product
of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-8 Realized Loss Amortization Amount": As to the Class
M-8
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-8
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xxvi) hereof, in each
case for such Distribution Date.
"Class M-9 Certificate Margin": For each Distribution Date (i) on
or
prior to the Optional Termination Date,
2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per
annum.
"Class M-9 Pass-Through Rate": For each Distribution Date, a
per
annum rate equal to the lesser of (i)
One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-9
Certificate Margin and (ii) the Pool
Maximum Rate Cap.
"Class M-9 Principal Distribution Amount": As of any
Distribution
Date on or after the Stepdown Date and as
long as a Trigger Event is not in
effect, the excess of (x) the sum of (i)
the sum of the Certificate Principal
Balances of the Class A Certificates (after
taking into account the payment of
the Senior Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class
M-1 Certificates (after taking into
account the payment of the Class M-1
Principal Distribution Amount on such
Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2
Certificates (after taking into account the
payment of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the payment of
the Class M-3 Principal Distribution Amount
on such Distribution Date), (v) the
Certificate Principal Balance of the Class
M-4 Certificates (after taking into
account the payment of the Class M-4
Principal Distribution Amount on such
Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5
Certificates (after taking into account the
payment of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the payment of
the Class M-6 Principal Distribution Amount
on such Distribution Date), (viii)
the Certificate Principal Balance of the
Class M-7 Certificates (after taking
into account the payment of the Class M-7
Principal Distribution Amount on such
Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution
Date over (y) the lesser of (A) the product
of (i) 95.30% and (ii) the Pool
Balance as of the last day of the related
Collection Period after giving effect
to Principal Prepayments in the related
Prepayment Period and (B) the Pool
Balance as of the last day of the related
Collection Period after giving effect
to Principal Prepayments in the related
Prepayment Period minus the product of
0.50% and the Cut-off Date Aggregate
Principal Balance.
"Class M-9 Realized Loss Amortization Amount": As to the Class
M-9
Certificates and as of any Distribution
Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-9
Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum
of the amounts described in Section
4.02(b)(i) through (xxix) hereof, in each
case for such Distribution Date.
"Class P Certificate": Any one of the Certificates with a "P"
designated on the face thereof
substantially in the form annexed hereto as
Exhibit C-2, executed by the Trustee on
behalf of the Trust and authenticated
and delivered by the Certificate Registrar,
representing the right to
distributions as set forth herein and
therein.
"Class R Certificate": The Class R Certificate executed by the
Trustee on behalf of the Trust, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit C-3
and evidencing the ownership of the
Residual Interest in each of REMIC 1, REMIC
2, REMIC 3 and REMIC 4. The Class R
Certificate represents 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 on behalf of the Trust, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit C-4
and evidencing the ownership of the
Residual Interest in REMIC 5.
"Class R-1 Interest": The uncertificated residual interest in
REMIC
"Class R-2 Interest": The uncertificated residual interest in
REMIC
"Class R-3 Interest": The uncertificated residual interest in
REMIC
"Class R-4 Interest": The uncertificated residual interest in
REMIC
"Closing Date": October 31, 2005.
"Code": The Internal Revenue Code of 1986, as it may be amended
from
time to time.
"Collection Account": The account or accounts created and
maintained
by the Servicer pursuant to Section
3.04(a), which shall be entitled "Collection
Account, Option One Mortgage Corporation,
as Servicer for the Trust under the
Pooling and Servicing Agreement dated as of
October 1, 2005 among Asset Backed
Funding Corporation, as Depositor, Option
One Mortgage Corporation, as Servicer,
and Wells Fargo Bank, N.A., as Trustee, in
trust for registered Holders of ABFC
2005-OPT1 Trust, ABFC Asset-Backed
Certificates, Series 2005-OPT1," and which
must be an Eligible Account.
"Collection Period": With respect to any Distribution Date, the
period from the second day of the calendar
month preceding the month in which
such Distribution Date occurs through the
first day of the month in which such
Distribution Date occurs.
"Combined Loan-to-Value Ratio": For any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of
which is the sum of (i) the
Principal Balance of the Mortgage Loan at
origination and (ii) the principal
balance of the senior mortgage loan, if
any, on the date of origination of the
Mortgage Loan and the denominator of which
is the Value of the related Mortgaged
Property.
"Commission": The
United States Securities and Exchange Commission.
"Compensating Interest": As defined in Section 3.23 hereof.
"Condemnation Proceeds": All awards or settlements in respect of
a
taking of a Mortgaged Property by exercise
of the power of eminent domain or
condemnation.
"Consulting Agreement": The Consulting Agreement, dated as of
October 31, 2005, between Clayton Fixed
Income Services Inc., as Credit Risk
Manager, and the Depositor.
"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 (i) for certificate transfer
purposes, Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis,
Minnesota, 55479-0113, Attention: Client
Manager-ABFC, Series 2005-OPT1 and (ii)
for all other purposes, 9062 Old Annapolis
Road, Columbia, Maryland 21045,
Attention: Client Manager-ABFC, Series
2005-OPT1 or at such other address as the
Trustee may designate from time to time by
notice to the Certificateholders, the
Depositor and the Servicer.
"Corresponding Classes": With respect to REMIC 3 and REMIC 4,
the
following Classes shall be Corresponding
Classes:
Corresponding REMIC 3 Classes
Corresponding REMIC 4 Classes
-----------------------------
-----------------------------
LT1A1SS
Class A-1SS Certificates
LT1A1MZ
Class A-1MZ Certificates
LT1A2A
Class A-2A Certificates
LT1A2B
Class A-2B Certificates
LT1A2C
Class A-2C Certificates
LT1M1
Class M-1 Certificates
LT1M2
Class M-2 Certificates
LT1M3
Class M-3 Certificates
LT1M4
Class M-4 Certificates
LT1M5
Class M-5 Certificates
LT1M6
Class M-6 Certificates
LT1M7
Class M-7 Certificates
LT1M8
Class M-8 Certificates
LT1M9
Class M-9 Certificates
LT1B1
Class B-1 Certificates
LT1B2
Class B-2 Certificates
"Credit Risk Manager": Clayton Fixed Income Services Inc.
(formerly
known as The Murrayhill Company), a
Colorado corporation.
"Credit Risk Manager Fee": The fee payable to the Credit Risk
Manager on each Distribution Date for its
services as Credit Risk Manager, in an
amount equal to the product of (i)
one-twelfth of the Credit Risk Manager Fee
Rate and (ii) the Pool Balance as of the
opening of business on the first day of
the related Collection Period.
"Credit Risk Manager Fee Rate": With respect to any
Distribution
Date, 0.0150% per annum.
"Credit Risk Management Agreement": The Credit Risk Management
Agreement between the Servicer and the
Credit Risk Manager dated as of October
31, 2005.
"Cut-off Date": October 1, 2005.
"Cut-off Date Aggregate Principal Balance": The aggregate of
the
Cut-off Date Principal Balances of the
Mortgage Loans.
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan,
the unpaid principal balance thereof as of
the Cut-off Date after application of
funds received or advanced on or before
such date (or as of the applicable date
of substitution with respect to an Eligible
Substitute Mortgage Loan).
"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.
"Defective Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Eligible Substitute
Mortgage Loans.
"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.
"Delinquent": Any Mortgage Loan with respect to which the
Monthly
Payment due on a Due Date is not made by
the close of business on the next
scheduled Due Date for such Mortgage
Loan.
"Depositor": Asset Backed Funding Corporation, a Delaware
corporation, or any successor in
interest.
"Depository": The initial depository shall be The Depository
Trust
Company, whose nominee is Cede & Co.,
or any other organization registered as a
"clearing agency" pursuant to Section 17A
of the Exchange Act. 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 Trust other than through an
Independent Contractor; provided, however,
that the Trustee (or the Servicer
under this Agreement) shall not be
considered to Directly Operate an REO
Property solely because the Trustee (or the
Servicer under this Agreement)
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 possession of the United
States, any foreign government, any
international organization, or any agency or
instrumentality of any of the foregoing,
(ii) any organization (other than a
cooperative 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, or (iv) 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 the Trust Fund 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 a Residual Certificate
to such Person. A corporation will not be
treated as an instrumentality of the
United States or of any state or political
subdivision thereof if all of its
activities are subject to tax and a
majority of its board of directors is not
selected by a governmental unit. The term
"United States," "state" and
"international organization" shall have the
meanings set forth in Section 7701
of the Code.
"Distribution Account": The trust account or accounts created
and
maintained by the Trustee pursuant to
Section 3.04(b), which shall be entitled
"Distribution Account, Wells Fargo Bank,
N.A., as Trustee, in trust for the
registered Holders of ABFC 2005-OPT1 Trust,
ABFC Asset-Backed Certificates,
Series 2005-OPT1" 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 2005.
"Distribution Date Statement": As defined in Section 4.06(a)
hereof.
"Due Date": With respect to each Mortgage Loan and any
Distribution
Date, the day of the calendar month in
which such Distribution Date occurs on
which the Monthly Payment for such Mortgage
Loan was due, exclusive of any grace
period.
"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 "A-1+" by S&P and "F-1+" by Fitch
(or comparable ratings if S&P and Fitch
are not the Rating Agencies) by each of 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, (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.
"Eligible 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 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 agents 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 its ultimate
parent has a
short-term uninsured debt rating in one of the two highest
available rating
categories of S&P and the highest available rating
category of
Fitch and provided that each such investment has an original
maturity of no
more than 365 days 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 or
higher by
S&P and A+ or higher by Fitch, provided, however, that
collateral
transferred
pursuant to such repurchase obligation must be of the type
described in
clause (i) above and must (A) be valued daily at current
market prices
plus accrued interest or (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 each Rating Agency in
its highest
long-term unsecured rating categories 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 each Rating Agency in its highest short-term
unsecured debt
rating available at the time of such investment;
(vi) units of money market funds registered under the
Investment
Company Act of
1940 (including funds managed or advised by the Trustee or
affiliates
thereof) that, if rated by each Rating Agency, are rated in its
highest rating
category (if so rated by such Rating Agency); and
(vii) if previously
confirmed in writing to the Trustee and
consented to by
the NIMS Insurer, 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 an eligible investment of
funds backing
securities having ratings equivalent to its highest initial
rating of the
Senior 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.
"Eligible Substitute Mortgage Loan": A mortgage loan substituted
for
a Defective Mortgage Loan pursuant to the
terms of this 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 Defective
Mortgage Loan, an aggregate principal
balance) not in excess of the then
outstanding principal balance of the
Defective Mortgage Loan as of the Due Date
in the calendar month during which the
substitution occurs, (ii) be of the same
type (fixed-rate or adjustable-rate) and
have a Mortgage Interest Rate not less
than the Mortgage Interest Rate of the
Defective Mortgage Loan and not more than
2% in excess of the Mortgage Interest Rate
of such Defective Mortgage Loan and,
with respect to an Adjustable-Rate Mortgage
Loan, have the same Index as the
Defective Mortgage Loan and have a Gross
Margin equal to or greater than the
Defective Mortgage Loan, (iii) have a FICO
Score not less than the Defective
Mortgage Loan, (iv) have a remaining term
to maturity not more than one year
earlier and not later than the remaining
term to maturity of the Defective
Mortgage Loan, (v) have a Combined
Loan-to-Value Ratio as of the date of
substitution not greater than the Combined
Loan-to-Value Ratio of the Defective
Mortgage Loan as of such date, (vi) have a
Prepayment Charge at least equal in
amount of that of the Defective Mortgage
Loan and (vii) conform to each
representation and warranty set forth in
Section 3.03 of the Originator Mortgage
Loan Purchase Agreement and Section 3.01 of
the Mortgage Loan Purchase Agreement
applicable to the Defective Mortgage Loan.
In the event that one or more
mortgage loans are substituted for one or
more Defective Mortgage Loans, the
amounts described in clause (i) hereof
shall be determined on the basis of
aggregate principal balance, the Mortgage
Interest Rates described in clause
(ii) hereof shall be determined on the
basis of weighted average Mortgage
Interest Rates, the terms described in
clause (iv) hereof shall be determined on
the basis of weighted average remaining
term to maturity, the Combined
Loan-to-Value Ratios described in clause
(v) 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 (vii) hereof
must be satisfied as to each Eligible
Substitute Mortgage Loan or in the
aggregate, as the case may be. Any
Defective Mortgage Loan that is a Group 1
Mortgage Loan or Group 2 Mortgage Loan must
be replaced by an Eligible
Substitute Mortgage Loan that will be a
Group 1 Mortgage Loan or Group 2
Mortgage Loan, as applicable.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA-Restricted Certificates": Any of the Class B-1, Class
B-2,
Class CE, Class P and Residual
Certificates.
"Escrow Account": The account or accounts created and
maintained
pursuant to Section 3.06.
"Escrow Payments": The amounts constituting ground rents,
taxes,
assessments, water rates, mortgage
insurance premiums, 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.
"Exchange Act": The Securities Exchange Act of 1934, as
amended.
"Expense Fee Rate": The sum of (i) the Servicing Fee Rate and
(ii)
the Credit Risk Manager Fee Rate.
"Extended Period": As defined in Section 9.04(b).
"Extra Principal Distribution Amount": As of any Distribution
Date,
the lesser of (x) the Monthly Excess
Interest Amount for such Distribution Date
and (y) the Overcollateralization
Deficiency for such Distribution Date.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Fidelity Bond": Shall have the meaning assigned thereto in
Section
3.12.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property
(i) purchased by the Originator or the
Seller pursuant to or as contemplated by
Section 2.03 or (ii) purchased by the
Majority Class CE Certificateholders or
the Servicer pursuant to Section 10.01), a
determination made by the Servicer
that all Insurance Proceeds, Condemnation
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.
"Fitch": Fitch Ratings and its successors, and if such company
shall
for any reason no longer perform the
functions of a securities rating agency,
"Fitch" shall be deemed to refer to any
other "nationally recognized statistical
rating organization" as set forth on the
most current list of such organizations
released by the Commission.
"Fixed-Rate Mortgage Loan": A Mortgage Loan which has a
constant
annual rate at which interest accrues in
accordance with the provisions of the
related Mortgage Note.
"Fixed Swap Payment": With respect to any Distribution Date, an
amount equal to the product of (x) 4.628%,
(y) the notional amount for that
Distribution Date set forth on the table on
Exhibit N and (z) a fraction, the
numerator of which is 30 (or, for the first
Distribution Date, the number of
days elapsed from the Closing Date to but
excluding the first Distribution Date
on a 30/360 basis), and the denominator of
which is 360.
"Floating Swap Payment": With respect to any Distribution Date,
an
amount equal to the product of (i) Swap
LIBOR, (ii) the notional amount set
forth in the table on Exhibit N and (iii) a
fraction, the numerator of which is
the actual number of days elapsed from and
including the previous Distribution
Date to but excluding the current
Distribution Date (or, for the first
Distribution Date, the actual number of
days elapsed from the Closing Date to
but excluding the first Distribution Date),
and the denominator of which is 360.
"Foreclosure Price": The amount reasonably expected to be
received
from the sale of the related Mortgaged
Property net of any expenses associated
with foreclosure proceedings.
"Form 10-K": As defined in Section 3.31(a) hereof.
"Grantor Trust": That portion of the Trust exclusive of any
REMIC
created hereunder consisting of (a) the
Prepayment Charges, any Originator
Prepayment Charge Payment Amounts and any
Servicer Prepayment Charge Payment
Amounts and the right of the Class P
Certificateholders to receive such
Prepayment Charges, Originator Prepayment
Charge Payment Amounts and Servicer
Prepayment Charge Payment Amounts, (b) the
right of the Offered Certificates and
the Class B Certificates to receive Cap
Carryover Amounts and REMIC 4 Cap
Carryover Amounts, (c) the Interest Rate
Swap Agreement, the Swap Account and
the beneficial interest of the Class CE
Certificates with respect thereto and
(d) the obligation of the Class CE
Certificates to pay Cap Carryover Amounts and
REMIC 4 Cap Carryover Amounts.
"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 Interest Rate for such Mortgage
Loan.
"Group 1 Cap": As of any Distribution Date and the Class A-1SS
and
Class A-1MZ Certificates, a per annum rate,
adjusted by multiplying such rate by
a fraction equal to 30 over the actual
number of days in the related Interest
Accrual Period, equal to (x) the Weighted
Average Net Mortgage Interest Rate for
the Group 1 Mortgage Loans minus (y) a
percentage, expressed as a per annum
rate, calculated as a fraction, the
numerator of which is the sum of (a) any Net
Swap Payment owed to the Swap Provider and
(b) any Swap Termination Payment
(other than any Swap Termination Payment
resulting from a Swap Provider Trigger
Event), payable by the Trust, and the
denominator of which is equal to the
aggregate Principal Balance of the Group 1
Mortgage Loans as of the first day of
the related Collection Period.
"Group 1 Interest Remittance Amount": As of any Distribution
Date,
(A) the sum, without duplication, of (i)
all interest due and collected or
advanced with respect to the related
Collection Period on the Group 1 Mortgage
Loans received by the Servicer on or prior
to the Determination Date for such
Distribution Date (less the Servicing Fee,
amounts available for reimbursement
of Advances and Servicing Advances pursuant
to Section 3.05, expenses
reimbursable pursuant to Section 6.03 and
indemnification payments pursuant to
Sections 3.26 and 8.05), (ii) all
Compensating Interest paid by the Servicer on
the related Distribution Date with respect
to such Mortgage Loans, (iii) the
portion of any payment in connection with
any Principal Prepayment (other than
any Prepayment Interest Excess),
substitution, Purchase Price, Termination
Price, Insurance Proceeds or Net
Liquidation Proceeds relating to interest with
respect to such Mortgage Loans received
during the related Prepayment Period and
(iv) any Reimbursement Amount relating to
such Mortgage Loans received during
the related Prepayment Period less (B) the
product of (x) any amounts payable to
the Swap Provider (including any Net Swap
Payment and any 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) and (y)
a fraction, the numerator of which is the
aggregate Principal Balance of the
Group 1 Mortgage Loans as of the first day
of the related Collection Period and
the denominator of which is equal to the
Pool Balance as of the last day of the
related Collection Period.
"Group 1 Maximum Rate Cap": As of any Distribution Date and the
Class A-1SS and Class A-1MZ Certificates, a
per annum rate, adjusted by
multiplying such rate by a fraction equal
to 30 over the actual number of days
in the related Interest Accrual Period,
equal to (x) the Weighted Average Net
Maximum Mortgage Interest Rates for the
Group 1 Mortgage Loans minus (y) an
percentage, expressed as a per annum rate,
calculated as a fraction, the
numerator of which is the sum of (a) any
Net Swap Payment owed to the Swap
Provider and (b) any Swap Termination
Payment (other than any Swap Termination
Payment resulting from a Swap Provider
Trigger Event), payable by the Trust, and
the denominator of which is equal to the
Pool Balance as of the first day of the
related Collection Period plus (z) a
percentage, expressed as a per annum rate,
calculated as a fraction, the numerator of
which is equal to any Net Swap
Payment made by the Swap Provider and the
denominator of which is equal to the
Pool Balance as of the first day of the
related Collection Period.
"Group 1 Mortgage Loan": Each Mortgage Loan listed on Exhibit
D-1
hereto.
"Group 1 Principal Percentage": With respect to any
Distribution
Date and the Class A-1SS and Class A-1MZ
Certificates, the percentage equivalent
to a fraction, the numerator of which is
the Principal Remittance Amount
allocable to the Group 1 Mortgage Loans for
such Distribution Date and the
denominator of which is the Principal
Remittance Amount allocable to the
Mortgage Loans for such Distribution
Date.
"Group 1 Senior Principal Distribution Amount": With respect to
any
Distribution Date, (i) before the Stepdown
Date or as to which a Trigger Event
is in effect, the Group 1 Principal
Percentage of the Principal Distribution
Amount and (ii) on or after the Stepdown
Date and as long as a Trigger Event is
not in effect, the excess of (a) the
aggregate Certificate Principal Balance of
the Class A-1SS and Class A-1MZ
Certificates immediately prior to such
Distribution Date over (b) the lesser of
(x) the product of (1) 62.70% and (2)
the aggregate Principal Balance of the
Group 1 Mortgage Loans as of the last day
of the related Collection Period after
giving effect to Principal Prepayments in
the related Prepayment Period and (y) the
amount by which the aggregate
Principal Balance of the Group 1 Mortgage
Loans as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period exceeds the
product of (1) 0.50% and (2) the aggregate
Principal Balance of the Group 1 Mortgage
Loans on the Cut-off Date.
"Group 2 Cap": As of any Distribution Date and the Class A-2A,
Class
A-2B and Class A-3C Certificates, a per
annum rate, adjusted by multiplying such
rate by a fraction equal to 30 over the
actual number of days in the related
Interest Accrual Period, equal to (x) the
Weighted Average Net Mortgage Interest
Rate for the Group 2 Mortgage Loans minus
(y) a percentage, expressed as a per
annum rate, calculated as a fraction, the
numerator of which is the sum of (a)
any Net Swap Payment owed to the Swap
Provider and (b) any Swap Termination
Payment (other than any Swap Termination
Payment resulting from a Swap Provider
Trigger Event), payable by the Trust, and
the denominator of which is equal to
the aggregate Principal Balance of the
Group 2 Mortgage Loans as of the first
day of the related Collection Period.
"Group 2 Interest Remittance Amount": As of any Distribution
Date,
(A) the sum, without duplication, of (i)
all interest due and collected or
advanced with respect to the related
Collection Period on the Group 2 Mortgage
Loans received by the Servicer on or prior
to the Determination Date for such
Distribution Date (less the Servicing Fee,
amounts available for reimbursement
of Advances and Servicing Advances pursuant
to Section 3.05, expenses
reimbursable pursuant to Section 6.03 and
indemnification payments pursuant to
Sections 3.26 and 8.05), (ii) all
Compensating Interest paid by the Servicer on
the related Distribution Date with respect
to such Mortgage Loans, (iii) the
portion of any payment in connection with
any Principal Prepayment (other than
any Prepayment Interest Excess),
substitution, Purchase Price, Termination
Price, Insurance Proceeds or Net
Liquidation Proceeds relating to interest with
respect to such Mortgage Loans received
during the related Prepayment Period and
(iv) any Reimbursement Amount relating to
such Mortgage Loans received during
the related Prepayment Period less (B) the
product of (x) any amounts payable to
the Swap Provider (including any Net Swap
Payment and any 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) and (y)
a fraction, the numerator of which is the
aggregate Principal Balance of the
Group 2 Mortgage Loans as of the first day
of the related Collection Period and
the denominator of which is equal to the
Pool Balance as of the last day of the
related Collection Period.
"Group 2 Maximum Rate Cap": As of any Distribution Date and the
Class A-2A, Class A-2B and Class A-2C
Certificates, a per annum rate, adjusted
by multiplying such rate by a fraction
equal to 30 over the actual number of
days in the related Interest Accrual
Period, equal to (x) the Weighted Average
Net Maximum Mortgage Interest Rates for the
Group 2 Mortgage Loans minus (y) an
percentage, expressed as a per annum rate,
calculated as a fraction, the
numerator of which is the sum of (a) any
Net Swap Payment owed to the Swap
Provider and (b) any Swap Termination
Payment (other than any Swap Termination
Payment resulting from a Swap Provider
Trigger Event), payable by the Trust, and
the denominator of which is equal to the
Pool Balance as of the first day of the
related Collection Period plus (z) a
percentage, expressed as a per annum rate,
calculated as a fraction, the numerator of
which is equal to any Net Swap
Payment made by the Swap Provider and the
denominator of which is equal to the
Pool Balance as of the first day of the
related Collection Period.
"Group 2 Mortgage Loan": Each Mortgage Loan listed on Exhibit
D-2
hereto.
"Group 2 Principal Percentage": With respect to any
Distribution
Date and the Class A-2A, Class A-2B and
Class A-2C Certificates, the percentage
equivalent to a fraction, the numerator of
which is the Principal Remittance
Amount allocable to the Group 2 Mortgage
Loans for such Distribution Date and
the denominator of which is the Principal
Remittance Amount allocable to the
Mortgage Loans for such Distribution
Date.
"Group 2 Senior Principal Distribution Amount": With respect to
any
Distribution Date (i) before the Stepdown
Date or as to which a Trigger Event is
in effect, the lesser of (a) the aggregate
Certificate Principal Balance of the
Class A-2A, Class A-2B and Class A-2C
Certificates immediately prior to such
Distribution Date and (b) the Group 2
Principal Percentage of the Principal
Distribution Amount and (ii) on or after
the Stepdown Date and as long as a
Trigger Event is not in effect, the excess
of (a) the aggregate Certificate
Principal Balance of the Class A-2A, Class
A-2B and Class A-2C Certificates
immediately prior to such Distribution Date
over (b) the lesser of (x) the
product of (1) 62.70% and (2) the aggregate
Principal Balance of the Group 2
Mortgage Loans as of the last day of the
related Collection Period after giving
effect to Principal Prepayments in the
related Prepayment Period and (y) the
amount by which the aggregate Principal
Balance of the Group 2 Mortgage Loans as
of the last day of the related Collection
Period after giving effect to
Principal Prepayments in the related
Prepayment Period exceeds the product of
(1) 0.50% and (2) the aggregate Principal
Balance of the Group 2 Mortgage Loans
on the Cut-off Date.
"Group Subordinate Amount" for any Distribution Date and (i)
the
Group 1 Mortgage Loans, will be equal to
the excess of the aggregate Principal
Balance of the Group 1 Mortgage Loans as of
the first day of the related
Collection Period over the aggregate
Certificate Principal Balance of the Class
A-1SS and Class A-1MZ Certificates
immediately prior to such Distribution Date
and (ii) the Group 2 Mortgage Loans, will
be equal to the excess of the
aggregate Principal Balance of the Group 2
Mortgage Loans as of the first day of
the related Collection Period over the
aggregate Certificate Principal Balance
of the Class A-2A, Class A-2B and Class
A-2C Certificates immediately prior to
such Distribution Date.
"Indenture": An indenture relating to the issuance of net
interest
margin notes secured by the Class CE
Certificates and the Class P Certificates,
which may or may not be guaranteed by the
NIMS Insurer.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent
of the Depositor, the Servicer and
their respective Affiliates, (ii) 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 (iii) 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 the Trust
Fund within the meaning of Section
856(d)(3) of the Code if the Trust Fund 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 percent or more of any Class
of Certificates), so long as the
Trust Fund does not receive or derive any
income from such Person and provided
that the relationship between such Person
and the Trust Fund is at arm's length,
all within the meaning of Treasury
Regulations Section 1.856-4(b)(5), or (ii)
any other Person (including the Servicer)
if the Trustee has received an Opinion
of Counsel, which Opinion of Counsel shall
be an expense of the Trust Fund, to
the effect that the taking of any action in
respect of any REO Property by such
Person, subject to any conditions therein
specified, that is otherwise herein
contemplated to be taken by an Independent
Contractor will not cause such REO
Property to cease to qualify as
"foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined
without regard to the exception
applicable for purposes of Section 860D(a)
of the Code), or cause any income
realized in respect of such REO Property to
fail to qualify as Rents from Real
Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan and
with
respect to each related Adjustment Date,
the index as specified in the related
Mortgage Note.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of
October 31, 2005 (together with the
schedule thereto, the Master Agreement)
between The Bank of New York and the
Trustee, an ISDA Credit Support Annex
(Bilateral Form-New York Law) as of the
same date, which supplements, forms part
of, and is subject to the Master
Agreement, and a confirmation of the same
date, which supplements and forms part
of the Master Agreement.
"Initial Certificate Principal Balance": With respect to any
Certificate of a Class other than a Class
CE, Class P or Residual Certificate,
the amount designated "Initial Certificate
Principal Balance" on the face
thereof.
"Initial
Overcollateralization Amount": $4,468,998.11.
"Insurance Proceeds": Proceeds of any title policy, hazard policy
or
other insurance policy covering a Mortgage
Loan, to the extent such proceeds 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 Accrual Period": With respect to any Distribution Date
and
the Offered Certificates and the Class B
Certificates, the period from the
preceding Distribution Date to the day
prior to the current Distribution Date
(or, in the case of the first Distribution
Date, the period from the Closing
Date through November 25, 2005).
"Interest Carry Forward Amount": For any Class of Certificates
(other than the Class CE, Class P and
Residual Certificates) and any
Distribution Date, the sum of (a) the
excess, if any, of the Accrued Certificate
Interest and any Interest Carry Forward
Amount for the prior Distribution Date,
over the amount in respect of interest
actually distributed on such Class on
such prior Distribution Date and (b)
interest on such excess at the applicable
Certificate Interest Rate for the actual
number of days elapsed on the basis of
a 360-day year since the prior Distribution
Date.
"Interest Percentage": With respect to any Class of Certificates
and
any Distribution Date, the ratio (expressed
as a decimal carried to six places)
of the Accrued Certificate Interest for
such Class to the sum of the Accrued
Certificate Interest for all Classes, in
each case with respect to such
Distribution Date, without regard to
shortfalls caused by the Relief Act or
similar state laws.
"Interest Remittance Amount": As of any Determination Date, the
sum
of the Group 1 Interest Remittance Amount
and the Group 2 Interest Remittance
Amount.
"Late Collections": With respect to any Mortgage Loan, all
amounts
received subsequent to the Determination
Date immediately following any related
Collection Period, whether as late payments
of Monthly Payments or as Insurance
Proceeds, Condemnation Proceeds,
Liquidation Proceeds 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 Collection Period and not
previously recovered.
"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.
"LIBOR Determination Date": With respect to the Offered
Certificates
and the Class B Certificates, (i) for the
first Distribution Date, the second
LIBOR Business Day preceding the Closing
Date and (ii) for each subsequent
Distribution Date, the second LIBOR
Business Day prior to the immediately
preceding Distribution Date.
"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, Condemnation Proceeds and
Insurance 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 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 or (ii) the
liquidation of a defaulted Mortgage Loan by
means of a trustee's sale,
foreclosure sale or otherwise.
"Liquidation Report": The report with respect to a Liquidated
Mortgage Loan in such form as is agreed to
by the Servicer and the Trustee
listing (i) the sale price of the related
Mortgaged Property or amount of the
REO Disposition, (ii) the amount of any
Realized Loss (or gain) with respect to
such Liquidated Mortgage Loan, (iii) the
expenses relating to the liquidation of
such Liquidated Mortgage Loan and (iv) such
other information as is agreed to by
the Servicer and the Trustee.
"Loan Group": Any of Loan Group 1 or Loan Group 2.
"Loan Group 1": The Group 1 Mortgage Loans.
"Loan Group 2": The Group 2 Mortgage Loans.
"Losses": As defined in Section 9.03.
"Lost Note Affidavit": With respect to any Mortgage Loan as to
which
the original Mortgage Note has been
permanently lost or destroyed and has not
been replaced, an affidavit from the Seller
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.
"Majority Class CE Certificateholders": The Holders of Class CE
Certificates evidencing at least a 51%
Percentage Interest in the Class CE
Certificates.
"Marker Rate": With respect to the Class CE Certificates and
any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the Uncertificated REMIC Pass-Through
Rates for REMIC 3 Regular Interest
LT1A1SS, REMIC 3 Regular Interest LT1A1MZ,
REMIC 3 Regular Interest LT1A2A,
REMIC 3 Regular Interest LT1A2B, REMIC 3
Regular Interest LT1A2C, REMIC 3
Regular Interest LT1M1, REMIC 3 Regular
Interest LT1M2, REMIC 3 Regular Interest
LT1M3, REMIC 3 Regular Interest LT1M4,
REMIC 3 Regular Interest LT1M5, REMIC 3
Regular Interest LT1M6, REMIC 3 Regular
Interest LT1M7, REMIC 3 Regular Interest
LT1M8, REMIC 3 Regular Interest LT1M9,
REMIC 3 Regular Interest LT1B1, REMIC 3
Regular Interest LT1B2 and REMIC 3 Regular
Interest LT1ZZ, (i) with the rate on
each such REMIC Regular Interest (other
than REMIC 3 Regular Interest LT1ZZ)
subject to a cap equal to the REMIC 4
Pass-Through Rate of its Corresponding
Class (taking into account in determining
any such Pass-Through Rate the
imposition of the Group 1 Cap, the Group 2
Cap or the Pool Cap, as applicable,
calculated as described in the definition
of REMIC 4 Pass-Through Rate) for the
purposes of this calculation and (ii) with
the rate on REMIC 3 Regular Interest
LT1ZZ 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 Regular
Interest (other than REMIC 3 Regular
Interest LT1ZZ) shall be multiplied by a
fraction, the numerator of which is the
actual number of days in the Interest
Accrual Period and the denominator of which
is 30.
"Maximum LT1ZZ Uncertificated Accrued Interest Deferral
Amount":
With respect to any Distribution Date, the
excess of (a) accrued interest at the
Uncertificated REMIC 3 Pass-Through Rate
applicable to REMIC 3 Regular Interest
LT1ZZ for such Distribution Date on a
balance equal to the Uncertificated
Principal Balance of REMIC 3 Regular
Interest LT1ZZ minus the REMIC 3
Overcollateralized Amount, in each case for
such Distribution Date, over (b)
Uncertificated Accrued Interest on REMIC 3
Regular Interest LT1A1SS, REMIC 3
Regular Interest LT1A1MZ, REMIC 3 Regular
Interest LT1A2A, REMIC 3 Regular
Interest LT1A2B, REMIC 3 Regular Interest
LT1A2C, REMIC 3 Regular Interest
LT1M1, REMIC 3 Regular Interest LT1M2,
REMIC 3 Regular Interest LT1M3, REMIC 3
Regular Interest LT1M4, REMIC 3 Regular
Interest LT1M5, REMIC 3 Regular Interest
LT1M6, REMIC 3 Regular Interest LT1M7,
REMIC 3 Regular Interest LT1M8, REMIC 3
Regular Interest LT1M9, REMIC 3 Regular
Interest LT1B1 and REMIC 3 Regular
Interest LT1B2, each subject to a cap equal
to the REMIC 4 Pass-Through Rate of
the related Corresponding Class 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 Uncertificated Accrued
Interest on REMIC 3 Regular Interest
LT1A1SS, REMIC 3 Regular Interest LT1A1MZ,
REMIC 3 Regular Interest LT1A2A, REMIC 3
Regular Interest LT1A2B, REMIC 3
Regular Interest LT1A2C, REMIC 3 Regular
Interest LT1M1, REMIC 3 Regular
Interest LT1M2, REMIC 3 Regular Interest
LT1M3, REMIC 3 Regular Interest LT1M4,
REMIC 3 Regular Interest LT1M5, REMIC 3
Regular Interest LT1M6, REMIC 3 Regular
Interest LT1M7, REMIC 3 Regular Interest
LT1M8, REMIC 3 Regular Interest LT1M9,
REMIC 3 Regular Interest LT1B1 and REMIC 3
Regular Interest LT1B2 shall be
multiplied by a fraction, the numerator of
which is the actual number of days in
the Interest Accrual Period and the
denominator of which is 30.
"Maximum Mortgage Interest Rate": With respect to each
Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage
Note as the maximum Mortgage Interest Rate
thereunder.
"MERS": As defined in
Section 2.01(b)(iii) hereof.
"Minimum Mortgage Interest Rate": With respect to each
Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage
Note as the minimum Mortgage Interest Rate
thereunder.
"Monthly Excess Cashflow Allocation": As defined in Section
4.02(b).
"Monthly Excess Cashflow Amount": The sum of the Monthly Excess
Interest Amount, the Overcollateralization
Release Amount and (without
duplication) any portion of the Principal
Distribution Amount remaining after
principal distributions on the Offered
Certificates and the Class B
Certificates.
"Monthly Excess Interest Amount": With respect to each
Distribution
Date, the amount, if any, by which the
related Interest Remittance Amount for
such Distribution Date exceeds the
aggregate amount distributed on such
Distribution Date pursuant to paragraphs
(i) through (xvi) under Section 4.01.
"Monthly Form 8-K": As defined in Section 3.31(a) hereof.
"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 or similar state laws; (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.
"Mortgage": The mortgage, deed of trust or other instrument
creating
a first 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 Interest Rate": With respect to each 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 (i) in
the case of each Fixed-Rate Mortgage Loan
(other than a Rate Reduction Mortgage
Loan) shall remain constant at the rate set
forth in the applicable Mortgage
Loan Schedule as the Mortgage Interest Rate
in effect immediately following the
Cut-off Date, (ii) in the case of each
Fixed-Rate Mortgage Loan that is a Rate
Reduction Mortgage Loan (A) as of any date
of determination until the fourth
annual anniversary of the first Due Date,
shall be the rate set forth in the
applicable Mortgage Loan Schedule as the
Mortgage Interest Rate in effect
immediately following the Cut-off Date and
(B) as of any date of determination
thereafter (provided the related borrower
has made twenty-four consecutive
on-time payments prior to the fourth annual
anniversary of the first Due Date
with no more than one payment that was not
an on-time payment) shall be the rate
set forth in the applicable Mortgage Loan
Schedule as the Mortgage Interest Rate
in effect immediately following the Cut-off
Date less 1.00% and (iii) in the
case of each Adjustable-Rate Mortgage Loan
(A) as of any date of determination
until the first Adjustment Date following
the Cut-off Date shall be the rate set
forth in the applicable Mortgage Loan
Schedule as the Mortgage Interest Rate in
effect immediately following the Cut-off
Date and (B) as of any date of
determination thereafter shall be the rate
as adjusted on the most recent
Adjustment Date, to equal the sum, rounded
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.
"Mortgage Loan": Each mortgage loan transferred and assigned to
the
Trustee pursuant to Section 2.01 or Section
2.03(d) as from time to time held as
a part of the Trust Fund, the Mortgage
Loans so held being identified in the
Mortgage Loan Schedules.
"Mortgage Loan Purchase Agreement": The agreement between the
Seller
and the Depositor, dated as of October 1,
2005, regarding the transfer of the
Mortgage Loans by the Seller to or at the
direction of the Depositor.
"Mortgage Loan Schedule": As of any date with respect to the
Mortgage Loans, the lists of such Mortgage
Loans included in the Trust Fund on
such date, separately identifying the
Fixed-Rate Mortgage Loans and the
Adjustable-Rate Mortgage Loans, attached
hereto as Exhibits D-1 and D-2. The
Mortgage Loan Schedules shall set forth the
following information with respect
to each Mortgage Loan:
(1) the
Mortgage Loan identifying number;
(2) the
state and zip code of the Mortgaged Property;
(3) the
type of Residential Dwelling constituting the Mortgaged
Property;
(4) the
occupancy status of the Mortgaged Property at
origination;
(5) the
original months to maturity;
(6) the
date of origination;
(7) the
first payment date;
(8) the
stated maturity date;
(9) the
stated remaining months to maturity;
(10) the
original principal amount of the Mortgage Loan;
(11) the
Principal Balance of each Mortgage Loan as of the Cut-off
Date;
(12) the
Mortgage Interest Rate of the Mortgage Loan as of the
Cut-off Date;
(13) the current
principal and interest payment of the Mortgage
Loan as of the Cut-off Date;
(14) the
contractual interest paid to date of the Mortgage Loan;
(15) the
Combined Loan-to-Value Ratio at origination and as of the
Cut-off Date;
(16) a code
indicating the loan performance status of the Mortgage
Loan as of the Cut-off Date;
(17) a code
indicating the Index that is associated with such
Mortgage Loan;
(18) the Gross
Margin;
(19) the
Periodic Rate Cap;
(20) the Minimum
Mortgage Interest Rate;
(21) the Maximum
Mortgage Interest Rate;
(22) a code
indicating whether the Mortgage Loan has a Prepayment
Charge and the type of Prepayment Charge and the term;
(23) the first
Adjustment Date immediately following the Cut-off
Date;
(24) the rate
adjustment frequency;
(25) the payment
adjustment frequency;
(26) the purpose
of the Mortgage Loan; and
(27) a code
indicating whether the Mortgage Loan is a second lien.
The Mortgage Loan Schedules shall set forth the following
information, as of the Cut-off Date, with
respect to the Mortgage Loans in the
aggregate, for the Fixed-Rate Mortgage
Loans and for the Adjustable-Rate
Mortgage Loans: (1) the number of Mortgage
Loans; (2) the current Principal
Balance of the Mortgage Loans; (3) the
weighted average Mortgage Interest Rate
of the Mortgage Loans; and (4) the weighted
average maturity of the Mortgage
Loans. The Mortgage Loan Schedules shall be
amended from time to time in
accordance with the provisions of this
Agreement and a copy of such amended
Mortgage Loan Schedules shall be furnished
by the Servicer to the NIMS Insurer.
With respect to any Eligible Substitute
Mortgage Loan, Cut-off Date shall refer
to the applicable date of substitution.
"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
Exhibits
D-1 and D-2 from time to time, and any REO
Properties acquired in respect
thereof.
"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
net of unreimbursed Advances,
unreimbursed 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 Maximum Mortgage Interest Rate": With respect to (x) each
Adjustable-Rate Mortgage Loan, the
applicable Maximum Mortgage Interest Rate and
(y) each Fixed-Rate Mortgage Loan, the
Mortgage Interest Rate for such Mortgage
Loan, in each case less the sum of (i) the
Servicing Fee Rate and (ii) the
Credit Risk Manager Fee Rate.
"Net Mortgage Interest Rate": With respect to any Mortgage Loan,
the
Mortgage Interest Rate borne by such
Mortgage Loan minus the Expense 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.
"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
CE and Class P Certificates.
"Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in
respect of a Mortgage Loan that, in
the good faith business judgment of the
Servicer, will not or, in the case of a
proposed Advance or Servicing Advance,
would not be ultimately recoverable from
Late Collections on such Mortgage Loan as
provided herein.
"Notional Amount": With respect to the Class CE Certificates,
an
amount equal to the aggregate principal
balance of the REMIC 1 Regular
Interests.
"Offered Certificates": The Class A-1SS, Class A-1MZ, Class
A-2A,
Class A-2B, Class A-2C, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8 and Class
M-9 Certificates.
"Officers' Certificate": A certificate signed by the Chairman of
the
Board, the Vice Chairman of the Board, the
President, a vice president (however
denominated) or a principal, and by the
Treasurer, the Secretary, or one of the
assistant treasurers or assistant
secretaries of the Servicer, the Seller or the
Depositor, as applicable.
"One-Month LIBOR": With respect to each Interest Accrual Period,
the
rate determined by the Trustee on the
related LIBOR Determination Date on the
basis of the 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
LIBOR Determination Date. If no such
quotations are available on an LIBOR
Determination Date, One-Month LIBOR for the
related Interest Accrual Period will
be established by the Trustee as
follows:
(i) If on
such LIBOR Determination Date two or more Reference
Banks provide
such offered quotations, One-Month LIBOR for the related
Interest Accrual
Period shall be the arithmetic mean of such offered
quotations
(rounded upwards if necessary to the nearest whole multiple of
0.001%);
(ii) If on such
LIBOR Determination Date fewer than two Reference
Banks provide
such offered quotations, One-Month LIBOR for the related
Interest Accrual
Period shall be the arithmetic mean of the rates quoted by
one or more
major banks in New York City, selected by the Trustee after
consultation
with the Depositor and the NIMS Insurer, as of 11:00 A.M., New
York City time,
on such date for loans in U.S. Dollars to leading European
banks for a
period of one month in amounts approximately equal to the
aggregate
Certificate Principal Balance of the Offered Certificates and
the
Class B
Certificates; and
(iii) If no such
quotations can be obtained, One-Month LIBOR for
the related
Interest Accrual Period shall be One-Month LIBOR for the prior
Distribution
Date.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be a salaried counsel for the
Depositor or the Servicer 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 NIMS Insurer, if any, or if there is no
NIMS Insurer, the Majority Class CE
Certificateholders or, if such holder is
the Seller or is an affiliate of the
Seller, the Servicer, may opt to terminate
the Mortgage Pool pursuant to Section
10.01.
"Original Class Certificate Principal Balance": With respect to
each
Class of Certificates, the Certificate
Principal Balance thereof on the Closing
Date, as set forth opposite such Class in
the Preliminary Statement, except with
respect to (i) the Class P and Residual
Certificates, which have an Original
Class Certificate Principal Balance of zero
and (ii) the Class CE Certificates,
which, solely for REMIC purposes, have an
Original Class Certificate Principal
Balance equal to the Initial
Overcollateralization Amount.
"Originator": Option One Mortgage Corporation and its
successors.
"Originator Mortgage Loan Purchase Agreement": The Flow Sale
and
Servicing Agreement, dated as of July 28,
2005, as it may be amended from time
to time, by and among the Seller, as
purchaser, Option One Mortgage Corporation
and its affiliates, as sellers.
"Originator Prepayment Charge Payment Amount": The amount payable
by
the Originator pursuant to Section 4.22 of
the Originator Mortgage Loan Purchase
Agreement in respect of certain Prepayment
Charges that are not collected from
the Mortgagor.
"Overcollateralization Amount": As of any Distribution Date,
the
excess, if any, of (x) the Pool Balance as
of the last day of the related
Collection Period after giving effect to
Principal Prepayments in the related
Prepayment Period over (y) the aggregate
Certificate Principal Balance of all
Classes of Offered Certificates and the
Class B Certificates (after taking into
account all distributions of principal on
such Distribution Date and the
increase of any Certificate Principal
Balance as a result of Subsequent
Recoveries).
"Overcollateralization Deficiency": As of any Distribution Date,
the
excess, if any, of (x) the Targeted
Overcollateralization Amount for such
Distribution Date over (y) the
Overcollateralization Amount for such
Distribution Date, calculated for this
purpose after taking into account the
reduction on such Distribution Date of the
Certificate Principal Balances of all
Classes of Offered Certificates and the
Class B Certificates resulting from the
distribution of the Principal Distribution
Amount (but not the Extra Principal
Distribution Amount) on such Distribution
Date, but prior to taking into account
any Applied Realized Loss Amounts on such
Distribution Date.
"Overcollateralization Release Amount": With respect to any
Distribution Date on or after the Stepdown
Date on which a Trigger Event is not
in effect, the lesser of (x) the Principal
Remittance Amount for such
Distribution Date and (y) the excess, if
any, of (i) the Overcollateralization
Amount for such Distribution Date, assuming
that 100% of the Principal
Remittance Amount is applied as a principal
distribution on the Offered
Certificates and the Class B Certificates
on such Distribution Date, over (ii)
the Targeted Overcollateralization Amount
for such Distribution Date. With
respect to any Distribution Date on which a
Trigger Event is in effect, the
Overcollateralization Release Amount will
be zero.
"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": Any of the Class A-1SS Pass-Through Rate,
the
Class A-1MZ Pass-Through Rate, the Class
A-2A Pass-Through Rate, the Class A-2B
Pass-Through Rate, the Class A-2C
Pass-Through Rate, the Class M-1 Pass-Through
Rate, the Class M-2 Pass-Through Rate, the
Class M-3 Pass-Through Rate, the
Class M-4 Pass-Through Rate, the Class M-5
Pass-Through Rate, the Class M-6
Pass-Through Rate, the Class M-7
Pass-Through Rate, the Class M-8 Pass-Through
Rate, the Class M-9 Pass-Through Rate, the
Class B-1 Pass-Through Rate and the
Class B-2 Pass-Through Rate; and in the
case of any Regular Interest, the
Pass-Through Rate set forth in the
definition thereof.
With respect to the Class CE Interest and the Class CE
Certificates
and any Distribution Date, a per annum rate
equal to the percentage equivalent
of a fraction, the numerator of which is
the sum of the amounts calculated
pursuant to clauses (A) through (R) below,
and the denominator of which is the
aggregate of the Uncertificated Principal
Balances of REMIC 3 Regular Interest
LT1AA, REMIC 3 Regular Interest LT1A1SS,
REMIC 3 Regular Interest LT1A1MZ, REMIC
3 Regular Interest LT1A2A, REMIC 3 Regular
Interest LT1A2B, REMIC 3 Regular
Interest LT1A2C, REMIC 3 Regular Interest
LT1M1, REMIC 3 Regular Interest LT1M2,
REMIC 3 Regular Interest LT1M3, REMIC 3
Regular Interest LT1M4, REMIC 3 Regular
Interest LT1M5, REMIC 3 Regular Interest
LT1M6, REMIC 3 Regular Interest LT1M7,
REMIC 3 Regular Interest LT1M8, REMIC 3
Regular Interest LT1M9, REMIC 3 Regular
Interest LT1B1, REMIC 3 Regular Interest
LT1B2 and REMIC 3 Regular Interest
LT1ZZ. For purposes of calculating the
Pass-Through Rate for the Class CE
Interest and the Class CE Certificates, the
numerator is equal to the sum of the
following components:
(A) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1AA minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1AA;
(B) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1A1SS minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1A1SS;
(C) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1A1MZ minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1A1MZ;
(D) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1A2A minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1A2A;
(E) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1A2B minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1A2B;
(F) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1A2C minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1A2C;
(G) the Uncertificated
REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M1 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M1;
(H) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M2 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M2;
(I) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M3 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M3;
(J) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M4 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M4;
(K) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M5 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M5;
(L) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M6 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M6;
(M) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M7 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M7;
(N) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M8 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M8;
(O) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1M9 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1M9;
(P) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1B1 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1B1;
(Q) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1B2 minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1B2; and
(R) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
Regular
Interest LT1ZZ minus the Marker Rate,
applied to an amount equal to the
Uncertificated Principal Balance of REMIC 3
Regular Interest LT1ZZ.
With respect to the Swap IO Interest, the 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.
"Paying Agent": Any paying agent appointed pursuant to Section
5.05.
"Percentage Interest": With respect to any Certificate (other than
a
Class CE, Class P or Residual Certificate),
a fraction, expressed as a
percentage, the numerator of which is the
Initial Certificate Principal Balance,
as the case may be, represented by such
Certificate and the denominator of which
is the Original Class Certificate Principal
Balance of the related Class. With
respect to a Class CE or Class P
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%. With respect to a Residual
Certificate, 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
Interest Rate for such Mortgage Loan may
increase or decrease (without regard to
the Maximum Mortgage Interest Rate or the
Minimum Mortgage Interest Rate) on
such Adjustment Date from the Mortgage
Interest Rate in effect immediately prior
to such Adjustment Date.
"Permitted Transferee": Any transferee of a Residual
Certificate
other than a Disqualified Organization, a
non-U.S. Person or a U.S. Person with
respect to whom income on a Residual
Certificate is attributable to a foreign
permanent establishment or fixed base,
within the meaning of an applicable
income tax treaty, of such Person or any
other U.S. Person.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint stock company, trust,
limited liability company,
unincorporated organization or government
or any agency or political subdivision
thereof.
"Pool Balance": As of any date of determination, the aggregate
Principal Balance of the Mortgage
Loans.
"Pool Cap": As of any Distribution Date, a per annum rate,
adjusted
by multiplying such rate by a fraction
equal to 30 over the actual number of
days in the related Interest Accrual
Period, equal to the weighted average of
the Group 1 Cap and the Group 2 Cap,
weighted on the basis of the related Group
Subordinate Amount. For federal income tax
purposes, the economic equivalent of
such rate shall be expressed as the
weighted average of the REMIC 3 Remittance
Rate on (a) REMIC 3 Regular Interest
LT1SUB, subject to a cap and floor equal to
the Weighted Average Net Mortgage Interest
Rates of the Group 1 Mortgage Loans
and (b) REMIC 3 Regular Interest LT2SUB,
subject to a cap and floor equal to the
Weighted Average Net Mortgage Interest
Rates of the Group 2 Mortgage Loans,
weighted on the basis of the Uncertificated
Balance of such REMIC 3 Regular
Interest.
"Pool Maximum Rate Cap": As of any Distribution Date, a per
annum
rate, equal to the weighted average of the
Group 1 Maximum Rate Cap and the
Group 2 Maximum Rate Cap, weighted on the
basis of the related Group Subordinate
Amount.
"Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, penalty or charge
collected by the Servicer from a Mortgagor
in connection with any voluntary Principal
Prepayment in full pursuant to the
terms of the related Mortgage Note as from
time to time held as a part of the
Trust Fund, the Prepayment Charges so held
being identified in the Mortgage Loan
Schedules (other than any Originator
Prepayment Charge Payment Amount or
Servicer Prepayment Charge Payment
Amount).
"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 beginning on the first day
of the calendar month in which such
Distribution Date occurs through 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 Mortgage
Interest Rate (net of the Servicing Fee
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
during the portion of the related
Prepayment Period occurring in the prior
calendar month that was applied by the
Servicer to reduce the outstanding
Principal Balance of such Mortgage Loan on
a date preceding the related Due
Date, an amount equal to interest at the
applicable Mortgage Interest Rate (net
of the Servicing Fee Rate) on the amount of
such Principal Prepayment for the
number of days commencing on the date on
which the Principal Prepayment is
applied and ending on the last day of the
calendar month in which applied.
"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, on
October 1, 2005) and ending on the
Determination Date in the calendar month in
which such Distribution Date occurs.
"Principal Balance": As to any Mortgage Loan and any day, other
than
a Liquidated Mortgage Loan, the related
Cut-off Date Principal Balance, minus
the sum of (i) all collections and other
amounts credited against the principal
balance of any such Mortgage Loan, (ii) the
principal portion of Advances, (iii)
any Deficient Valuation and (iv) any
principal reduction resulting from a
Servicer Modification. 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 Distribution Amount": As to any Distribution Date,
the
sum of (i) the Principal Remittance Amount
minus the Overcollateralization
Release Amount, if any, and (ii) the Extra
Principal Distribution Amount, if
any.
"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, to the extent of funds available
therefor, the sum (less amounts available
for reimbursement of Advances and Servicing
Advances pursuant to Section 3.05
and expenses and indemnification payments
pursuant to Section 6.03 and Section
8.05) of (A): (i) each payment of principal
on a Mortgage Loan due during the
related Collection Period and received by
the Servicer on or prior to the
related Determination Date, and any
Advances with respect thereto, (ii) all full
and partial Principal Prepayments received
by the Servicer during the related
Prepayment Period, (iii) Insurance
Proceeds, Net Liquidation Proceeds and
Subsequent Recoveries allocable to
principal actually collected by the Servicer
during the related Prepayment Period, (iv)
with respect to Defective Mortgage
Loans repurchased with respect to such
Prepayment Period, the portion of the
Purchase Price allocable to principal, (v)
any Substitution Adjustment Amounts
received during the related Prepayment
Period and (vi) on the Distribution Date
on which the Trust is to be terminated in
accordance with Section 10.01 hereof,
that portion of the Termination Price in
respect of principal less (B) to the
extent any amounts payable to the Swap
Provider (including any Net Swap Payment
and any 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) exceed the Interest
Remittance Amount for such
Distribution Date (without giving effect to
clause (B) of the definitions of
"Group 1 Interest Remittance Amount" and
"Group 2 Interest Remittance Amount"),
the amount of such excess.
"Private Certificates": Any of the Class B-1, Class B-2, Class
CE,
Class P and Residual Certificates.
"Prospectus Supplement": That certain Prospectus Supplement
dated
October 27, 2005 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 or 10.01, an
amount equal to the sum of (i) 100% of the
Principal Balance thereof as of the
date of purchase (or such other price as
provided in Section 10.01), (ii) in the
case of a Mortgage Loan, accrued interest
on such Principal Balance at the
applicable Mortgage Interest 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,
(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
3.13 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 or
the Trustee in respect of the breach or
defect giving rise to the purchase
obligation.
"Rate Reduction Mortgage Loan": Any Fixed-Rate Mortgage Loan
for
which the related Mortgage Note provides
that if the Mortgagor thereunder makes
twenty-four consecutive on-time payments
(that is, a payment made before the
next scheduled payment is due) prior to the
fourth annual anniversary of the
first Due Date and has not had more than
one Monthly Payment that was not an
on-time payment, the related Mortgage
Interest Rate will be reduced by 1.00%.
"Rating Agency or Rating Agencies": Fitch and S&P, or their
respective successors. If such agencies or
their successors are no longer in
existence, "Rating Agencies" shall be such
nationally recognized statistical
rating organizations as set forth on the
most current list of such organizations
released by the Commission and designated
by the Depositor, notice of which
designation shall be given to the Trustee
and the Servicer.
"Realized Loss": With respect to a Liquidated Mortgage Loan,
the
amount by which the remaining unpaid
principal balance of the Mortgage Loan
exceeds the amount of Net Liquidation
Proceeds applied to the principal balance
of the related Mortgage Loan. With respect
to any Mortgage Loan, a Deficient
Valuation or a reduction in the Principal
Balance thereof resulting from a
Servicer Modification.
"Realized Loss Amortization Amount": Any of the Class A-1MZ
Realized
Loss Amortization Amount, the Class M-1
Realized Loss Amortization Amount, the
Class M-2 Realized Loss Amortization
Amount, the Class M-3 Realized Loss
Amortization Amount, the Class M-4 Realized
Loss Amortization Amount, the Class
M-5 Realized Loss Amortization Amount, the
Class M-6 Realized Loss Amortization
Amount, the Class M-7 Realized Loss
Amortization Amount, the Class M-8 Realized
Loss Amortization Amount, the Class M-9
Realized Loss Amortization Amount, the
Class B-1 Realized Loss Amortization Amount
and the Class B-2 Realized Loss
Amortization Amount.
"Record Date": With respect to all of the Certificates (other
than
the Private Certificates), the Business Day
immediately preceding such
Distribution Date; provided, however, that
if any such Certificate becomes a
Definitive Certificate, the Record Date for
such Certificate shall be the last
Business Day of the month immediately
preceding the month in which the related
Distribution Date occurs. With respect to
the Private Certificates, the last
Business Day of the month immediately
preceding the month in which the related
Distribution Date occurs.
"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 or the
Trustee, (iii) whose quotations appear
on the Telerate Page 3750 on the relevant
LIBOR Determination Date and (iv)
which have been designated as such by the
Trustee; provided, however, that if
fewer than two of such banks provide a
One-Month LIBOR rate, then any leading
banks selected by the Trustee which are
engaged in transactions in United States
dollar deposits in the international
Eurocurrency market.
"Regular Certificate": Any of the Offered Certificates, the Class
B
Certificates and the Class CE
Certificates.
"Reimbursement Amount": With respect to any Mortgage Loan, any
costs
or damages incurred by the Trust in
connection with a breach of the Originator's
representation set forth in Section 3.03(i)
or 3.03(ddd) of the Originator
Mortgage Loan Purchase Agreement.
"Related Documents": With respect to any Mortgage Loan, the
related
Mortgage Notes, Mortgages and other related
documents.
"Relief Act": The Servicemembers Civil Relief Act, as it may be
amended from time to time.
"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
Collection Period as a result of the
application of the Relief Act or similar
state laws, the amount by which (i)
interest collectible on such Mortgage Loan
during such Collection Period is less than
(ii) one month's interest on the
Principal Balance of such Mortgage Loan at
the Mortgage Interest Rate for such
Mortgage Loan before giving effect to the
application of the Relief Act or
similar state laws.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
"REMIC 1 Regular Interest": Any of the separate
non-certificated
beneficial ownership interests in REMIC 1
issued hereunder and designated as a
"regular interest" in REMIC 1. Each REMIC 1
Regular Interest shall accrue
interest at the related Uncertificated
REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto. The
designations for the respective REMIC 1
Regular Interests are set forth in the
Preliminary Statement hereto. The REMIC 1
Regular Interests consist of REMIC 1
Regular Interest I-1 and REMIC 1 Regular
Interest I-2.
"REMIC 2 Group 1 Regular Interests": REMIC 2 Regular Interest I
and
REMIC 2 Regular Interest I-1-A through
REMIC 2 Regular Interest I-50-B as
designated in the Preliminary Statement
hereto.
"REMIC 2 Group 2 Regular Interests": REMIC 2 Regular Interest II
and
REMIC 2 Regular Interest II-1-A through
REMIC 2 Regular Interest II-50-B as
designated in the Preliminary Statement
hereto.
"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 Balance as set forth in the
Preliminary Statement hereto. The
designations for the respective REMIC 2
Regular Interests are set forth in the
Preliminary Statement hereto. The REMIC 2
Regular Interests consist of the REMIC
2 Group 1 Regular Interests and REMIC 2
Group 2 Regular Interests.
"REMIC 3 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a)
the product of (i) 50% of the sum of
the aggregate Principal Balance of the
Mortgage Loans and related REO Properties
then outstanding and (ii) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC
3 Regular Interest LT1AA minus the Marker
Rate, divided by (b) 12.
"REMIC 3 Marker Allocation Percentage": 50% of any amount
payable
from or loss attributable to the Mortgage
Loans (in the case of interest, less
the interest distributable on the REMIC 3
Regular Interest LTIO), which shall be
allocated to REMIC 3 Regular Interest
LT1AA, REMIC 3 Regular Interest LT1A1SS,
REMIC 3 Regular Interest LT1A1MZ, REMIC 3
Regular Interest LT1A2A, REMIC 3
Regular Interest LT1A2B, REMIC 3 Regular
Interest LT1A2C, REMIC 3 Regular
Interest LT1M1, REMIC 3 Regular Interest
LT1M2, REMIC 3 Regular Interest LT1M3,
REMIC 3 Regular Interest LT1M4, REMIC 3
Regular Interest LT1M5, REMIC 3 Regular
Interest LT1M6, REMIC 3 Regular Interest
LT1M7, REMIC 3 Regular Interest LT1M8,
REMIC 3 Regular Interest LT1M9, REMIC 3
Regular Interest LT1B1, REMIC 3 Regular
Interest LT1B2 and REMIC 3 Regular Interest
LT1ZZ.
"REMIC 3 Overcollateralization Target Amount": 0.50% of the
Targeted
Overcollateralization Amount.
"REMIC 3
Overcollateralized Amount": With respect to any date of
determination, (i) 0.50% of the aggregate
Uncertificated Principal Balances of
the REMIC 3 Regular Interests minus (ii)
the aggregate of the Uncertificated
Principal Balances of REMIC 3 Regular
Interest LT1A1SS, REMIC 3 Regular Interest
LT1A1MZ, REMIC 3 Regular Interest LT1A2A,
REMIC 3 Regular Interest LT1A2B, REMIC
3 Regular Interest LT1A2C, REMIC 3 Regular
Interest LT1M1, REMIC 3 Regular
Interest LT1M2, REMIC 3 Regular Interest
LT1M3, REMIC 3 Regular Interest LT1M4,
REMIC 3 Regular Interest LT1M5, REMIC 3
Regular Interest LT1M6, REMIC 3 Regular
Interest LT1M7, REMIC 3 Regular Interest
LT1M8, REMIC 3 Regular Interest LT1M9,
REMIC 3 Regular Interest LT1B1 and REMIC 3
Regular Interest LT1B2, 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) 50% of the
aggregate 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 LT1A1SS, REMIC 3 Regular Interest
LT1A1MZ, REMIC 3 Regular Interest
LT1A2A, REMIC 3 Regular Interest LT1A2B,
REMIC 3 Regular Interest LT1A2C, REMIC
3 Regular Interest LT1M1, REMIC 3 Regular
Interest LT1M2, REMIC 3 Regular
Interest LT1M3, REMIC 3 Regular Interest
LT1M4, REMIC 3 Regular Interest LT1M5,
REMIC 3 Regular Interest LT1M6, REMIC 3
Regular Interest LT1M7, REMIC 3 Regular
Interest LT1M8, REMIC 3 Regular Interest
LT1M9, REMIC 3 Regular Interest LT1B1
and REMIC 3 Regular Interest LT1B2, and the
denominator of which is the
aggregate of the Uncertificated Principal
Balances of REMIC 3 Regular Interest
LT1A1SS, REMIC 3 Regular Interest LT1A1MZ,
REMIC 3 Regular Interest LT1A2A,
REMIC 3 Regular Interest LT1A2B, REMIC 3
Regular Interest LT1A2C, REMIC 3
Regular Interest LT1M1, REMIC 3 Regular
Interest LT1M2, REMIC 3 Regular Interest
LT1M3, REMIC 3 Regular Interest LT1M4,
REMIC 3 Regular Interest LT1M5, REMIC 3
Regular Interest LT1M6, REMIC 3 Regular
Interest LT1M7, REMIC 3 Regular Interest
LT1M8, REMIC 3 Regular Interest LT1M9,
REMIC 3 Regular Interest LT1B1, REMIC 3
Regular Interest LT1B2 and REMIC 3 Regular
Interest LT1ZZ.
"REMIC 3 Regular Interest LT1AA": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1AA
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,
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 Regular Interest LT1A1SS": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1A1SS
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,
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 Regular Interest LT1A1MZ": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1A1MZ
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,
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 Regular Interest LT1A2A": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1A2A
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,
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 Regular Interest LT1A2B": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1A2B
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,
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 Regular Interest LT1A2C": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1A2C
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,
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 Regular Interest LT1M1": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M1
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,
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 Regular Interest LT1M2": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M2
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,
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 Regular Interest LT1M3": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M3
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,
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 Regular Interest LT1M4": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M4
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,
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 Regular Interest LT1M5": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M5
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,
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 Regular Interest LT1M6": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M6
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,
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 Regular Interest LT1M7": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M7
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,
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 Regular Interest LT1M8": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M8
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,
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 Regular Interest LT1M9": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1M9
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,
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 Regular Interest LT1B1": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1B1
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,
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 Regular Interest LT1B2": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1B2
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,
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 Regular Interest LT1SUB": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1SUB
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,
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 Regular Interest LT1GRP": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1GRP
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,
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 Regular Interest LT2SUB": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT2SUB
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,
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 Regular Interest LT2GRP": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT2GRP
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,
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 Regular Interest LT1XX": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1XX
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,
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 Regular Interest LT1ZZ": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LT1ZZ
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,
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 Regular Interest LTIO": One of the separate
non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC
3. REMIC 3 Regular Interest LTIO 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,
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 Regular Interests": REMIC 3 Regular Interest LT1AA, REMIC
3
Regular Interest LT1A1SS, REMIC 3 Regular
Interest LT1A1MZ, REMIC 3 Regular
Interest LT1A2A, REMIC 3 Regular Interest
LT1A2B, REMIC 3 Regular Interest
LT1A2C, REMIC 3 Regular Interest LT1M1,
REMIC 3 Regular Interest LT1M2, REMIC 3
Regular Interest LT1M3, REMIC 3 Regular
Interest LT1M4, REMIC 3 Regular Interest
LT1M5, REMIC 3 Regular Interest LT1M6,
REMIC 3 Regular Interest LT1M7, REMIC 3
Regular Interest LT1M8, REMIC 3 Regular
Interest LT1M9, REMIC 3 Regular Interest
LT1B1, REMIC 3 Regular Interest LT1B2,
REMIC 3 Regular Interest LT1SUB, REMIC 3
Regular Interest LT1GRP, REMIC 3 Regular
Interest LT2SUB, REMIC 3 Regular
Interest LT2GRP, REMIC 3 Regular Interest
LT1XX, REMIC 3 Regular Interest LT1ZZ
and REMIC 3 Regular Interest LTIO.
"REMIC 3 Sub WAC Allocation Percentage": 50% of any amount
payable
or loss attributable from the Mortgage
Loans (in the case of interest, less the
interest distributable on the REMIC 3
Regular Interest LTIO), which shall be
allocated to REMIC 3 Regular Interest
LT1SUB, REMIC 3 Regular Interest LT1GRP,
REMIC 3 Regular Interest LT2SUB, REMIC 3
Regular Interest LT2GRP and REMIC 3
Regular Interest LT1XX.
"REMIC 3 Subordinated Balance Ratio": The ratio among the
Uncertificated Principal Balances of each
REMIC 3 Regular Interest ending with
the designation "SUB," equal to the ratio
among, with respect to each such REMIC
3 Regular Interest, the excess of (x) the
aggregate Principal Balance of the
Mortgage Loans in the related Loan Group
over (y) the aggregate current
Certificate Principal Balance of the Class
A Certificates in the related Loan
Group.
"REMIC 4 Cap Carryover Amount": For any Distribution Date, the
excess, if any, of (i) the Accrued
Certificate Interest for any Offered
Certificate or Class B Certificate based on
the lesser of the related
Pass-Through Rate or related Cap, over (ii)
such Accrued Certificate Interest
using an interest rate equal to the
applicable REMIC 4 Pass-Through Rate for
such Certificate.
"REMIC 4 Pass-Through Rate": With respect to the Class A-1SS
and
Class A-1MZ Certificates, the rate
specified in footnote (1) or (2) under the
heading "REMIC 4" in the Preliminary
Statement hereto, as applicable, without
taking into account (i) clause (y)(b) of
the definition of "Group 1 Cap" or (ii)
clauses (y)(b) and (z) of the definition of
"Group 1 Maximum Rate Cap." With
respect to the Class A-2A, Class A-2B and
Class A-2C, the rate specified in
footnote (3), (4) or (5), as applicable,
under the heading "REMIC 4" in the
Preliminary Statement hereto, without
taking into account (i) clause (y)(b) of
the definition of "Group 2 Cap" or (ii)
clauses (y)(b) and (z) of the definition
of "Group 2 Maximum Rate Cap." With respect
to the Class M and Class B
Certificates, the rate specified in
footnotes (6) through (16), as applicable,
under the heading "REMIC 4" in the
Preliminary Statement hereto, provided that
(A) the definition of "Pool Cap" shall be
calculated without taking into account
clause (y)(b) of the definition of each of
"Group 1 Cap" and "Group 2 Cap" and
(Y) the definition of "Pool Maximum Rate
Cap" shall be calculated without taking
into account clauses (y)(b) and (z) of the
definition of each of "Group 1
Maximum Rate Cap" and "Group 2 Maximum Rate
Cap."
"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 Interest": Any of the REMIC 1 Regular Interests,
REMIC 2 Regular Interests, REMIC 3 Regular
Interests, the Swap IO Interest, the
Class CE Interest or any of the
Certificates (other than the Class P and
Residual Certificates), exclusive of the
right to receive Cap Carryover Amounts
and REMIC 4 Cap Carryover Amounts and, in
the case of the Class CE Interest,
exclusive of the obligation to pay Cap
Carryover Amounts and REMIC 4 Cap
Carryover Amounts.
"Remittance Report": A report prepared by the Servicer and
delivered
to the Trustee and the NIMS Insurer
pursuant to Section 4.07, containing the
information attached hereto as Exhibit
M.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in
Section 856(d) of the Code.
"REO Disposition": The sale or other disposition of an REO
Property
on behalf of the Trust.
"REO Imputed Interest": As to any REO Property, for any
Collection
Period, an amount equivalent to interest
(at the Net Mortgage Interest Rate that
would have been applicable to the related
Mortgage Loan had it been outstanding)
for such Collection Period on the unpaid
Principal Balance of the Mortgage Loan
as of the date of acquisition.
"REO Principal Amortization": With respect to any REO Property,
for
any calendar month, 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
3.13 in respect of the proper operation,
management and maintenance of such REO
Property or (ii) payable or reimbursable to
the Servicer pursuant to Section
3.13 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.
"REO Property": A Mortgaged Property acquired by the Servicer
on
behalf of the Trust through foreclosure or
deed-in-lieu of foreclosure, as
described in Section 3.13.
"Request for
Release": A release signed by a Servicing Officer, in
the form of Exhibit E attached hereto.
"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 Fannie Mae
eligible condominium project, (iv) a
manufactured home, or (v) a detached
one-family dwelling in a planned unit
development, none of which is a
co-operative or mobile home.
"Residual Certificates": Either of the Class R or Class R-X
Certificates.
"Residual Interest": The sole Class of "residual interests" in
each
REMIC within the meaning of Section
860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trustee,
any
officer assigned to the Corporate Trust
Division (or any successor thereto),
including any Vice President, Assistant
Vice President, Trust Officer, any
Assistant Secretary, any trust officer or
any other officer of the Trustee
customarily performing functions similar to
those performed by any of the above
designated officers and in each case having
direct responsibility for the
administration of this Agreement.
"S&P": Standard & Poor's, a division of The McGraw-Hill
Companies,
Inc., and its successors, and if such
company shall for any reason no longer
perform the functions of a securities
rating agency, "S&P" shall be deemed to
refer to any other "nationally recognized
statistical rating organization" as
set forth on the most current list of such
organizations released by the
Commission.
"Seller": Bank of America, National Association, or its successor
in
interest, in its capacity as seller under
the Mortgage Loan Purchase Agreement.
"Senior Certificates": The Class A-1SS, Class A-1MZ, Class
A-2A,
Class A-2B and Class A-2C Certificates.
"Senior Enhancement Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the sum
of (i) the aggregate Certificate
Principal Balance of the Subordinated
Certificates before taking into account
the distribution of the Principal
Distribution Amount on such Distribution Date
and (ii) the Overcollateralization Amount
after taking into account the
distribution of the Principal Distribution
Amount as of the prior Distribution
Date by (y) the Pool Balance as of the last
day of the related Collection Period
after giving effect to Principal
Prepayments in the related Prepayment Period.
"Senior Principal Distribution Amount": For any Distribution
Date,
the sum of the Group 1 Senior Principal
Distribution Amount and the Group 2
Senior Principal Distribution Amount.
"Senior Specified Enhancement Percentage": On any date of
determination thereof, 37.30%.
"Sequential Trigger Event": If, before the 37th Distribution
Date,
the aggregate amount of Realized Losses
incurred since the Cut-off Date through
the last day of the related Collection
Period divided by the Cut-off Date
Aggregate Principal Balance exceeds 4.25%,
or if, on or after the 37th
Distribution Date, a Trigger Event is in
effect.
"Servicer": Option One Mortgage Corporation, a California
corporation, or any successor servicer
appointed as herein provided, in its
capacity as Servicer hereunder.
"Servicer Event of Termination": One or more of the events
described
in Section 7.01.
"Servicer Modification": A modification to the terms of a
Mortgage
Loan, in accordance with the terms of
Section 3.01, as to which the Mortgagor is
in default or as to which, in the judgment
of the Servicer, default is
reasonably foreseeable.
"Servicer Prepayment Charge Payment Amount": The amount payable
by
the Servicer in respect of any waived
Prepayment Charges pursuant to Section
3.01, which amount shall be equal to the
difference between the amount of
Prepayment Charge due by a Mortgagor before
any waiver and the actual amount of
the Prepayment Charge that was paid by the
Mortgagor.
"Servicer Remittance Date": The 20th day of each month beginning
in
November 2005 (or, if such day is not a
Business Day, the preceding Business
Day).
"Servicing Advances": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by
the Servicer (including reasonable
attorneys' fees and disbursements) 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 Section 3.08.
"Servicing Fee": With respect to each Mortgage Loan (including
each
REO Property) 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 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.
"Servicing Fee Rate": With respect to each Mortgage Loan, 0.30%
per
annum for the first 10 calendar months
following the Cut-off Date, 0.40% per
annum for the 11th through 30th calendar
months, and 0.65% per annum for all
calendar months thereafter.
"Servicing Officer": Any representative 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 Standard": The standards set forth in Section 3.01.
"Similar Law": As defined in Section 5.02(d) hereof.
"Startup Day": As defined in Section 9.01(b) hereof.
"Stayed Funds": Any payment required to be made under the terms
of
the Certificates and this Agreement but
which is not remitted by the Servicer
because the Servicer is the subject of a
proceeding under the Bankruptcy Code
and the making of such remittance is
prohibited by Section 362 of the Bankruptcy
Code.
"Stepdown Date": The earlier to occur of (i) the Distribution
Date
following the Distribution Date on which
the aggregate Certificate Principal
Balance of the Class A Certificates is
reduced to zero and (ii) the later to
occur of (x) the Distribution Date in
November 2008 and (y) the Distribution
Date on which the Senior Enhancement
Percentage is greater than or equal to the
Senior Specified Enhancement
Percentage.
"Subordinated Applied Realized Loss Amount": With respect to
each
Distribution Date, the excess, if any, of
the aggregate of (a) the Certificate
Principal Balances of the Certificates
(after taking into account the
distribution of the Principal Distribution
Amount on such Distribution Date and
any increase in any Certificate Principal
Balance as a result of Subsequent
Recoveries) over (b) the Pool Balance as of
the end of the related Collection
Period after giving effect to Principal
Prepayments in the related Prepayment
Period.
"Subordinated
Certificates": 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 B-1,
Class B-2, Class CE and Residual
Certificates.
"Subordination Depletion Date": The Distribution Date on which
the
aggregate Certificate Principal Balance of
the Class M and Class B Certificates
has been reduced to zero.
"Subsequent Recovery": Any amount (net of reimbursable
expenses)
received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to
be a Liquidated Mortgage Loan that resulted
in a Realized Loss in a prior month.
"Substitution Adjustment Amount": As defined in Section 2.03(d)
hereof.
"Swap Account": The account or accounts created and maintained
pursuant to Section 4.09. The Swap Account
must be an Eligible Account.
"Swap Interest Shortfall Amount": Any shortfall of interest
with
respect to any Class of Certificates
resulting from the application of the
related Cap due to a discrepancy between
the Uncertificated Notional Amount of
the Swap IO Interest and the scheduled
notional amount pursuant to the Interest
Rate Swap Agreement.
"Swap IO Interest": The regular interest in REMIC 4 entitled to
the
amounts set forth in the Preliminary
Statement hereto.
"Swap LIBOR": As to any Distribution Date, LIBOR (as determined
pursuant to the Interest Rate Swap
Agreement with respect to such Distribution
Date).
"Swap Provider": The
Bank of New York.
"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 the Swap Provider 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 under the Interest
Rate
Swap Agreement upon the early termination
of the Interest Rate Swap Agreement.
"Targeted Overcollateralization Amount": As of any Distribution
Date, (x) prior to the Stepdown Date, 0.90%
of the Cut-off Date Aggregate
Principal Balance and (y) on and after the
Stepdown Date, (i) if a Trigger Event
has not occurred, the greater of (A) 1.80%
of the Pool Balance as of the last
day of the related Collection Period after
giving effect to Principal
Prepayments in the related Prepayment
Period and (B) 0.50% of the Cut-off Date
Aggregate Principal Balance and (ii) if a
Trigger Event has occurred, the
Targeted Overcollateralization Amount for
the immediately preceding Distribution
Date.
"Tax Matters Person": The tax matters person or persons
appointed
pursuant to Section 9.01(e) hereof.
"Tax Returns": The federal income tax returns 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 on behalf of the Trust
for each of the five REMICs created
pursuant to this Agreement under the REMIC
Provisions, 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.
"Telerate Page 3750": The display page currently so designated
on
the Reuters Telerate Service (or such other
page as may replace the Telerate
Page 3750 page on that service for the
purpose of displaying London interbank
offered rates of major banks).
"Termination Price": As defined in Section 10.01(a) hereof.
"Trigger Event": With respect to any Distribution Date, if (i)
the
three-month rolling average of 60+ Day
Delinquent Loans equals or exceeds 42.90%
of the Senior Enhancement Percentage or
(ii) the aggregate amount of Realized
Losses incurred since the Cut-off Date
through the last day of the related
Collection Period (reduced by the aggregate
amount of Subsequent Recoveries
received since the Cut-off Date through the
last day of the related Collection
Period) divided by the Cut-off Date
Aggregate Principal Balance exceeds the
applicable percentages set forth below with
respect to such Distribution Date:
Distribution Date Occurring In
Percentage
----------------------------------
------------------------------------
November 2008 through October 2009
4.25% for the first month, plus an
additional 1/12th of 1.50% for each
month thereafter
November 2009 through October 2010
5.75% for the first month, plus an
additional 1/12th of 1.00% for each
month thereafter
November 2010 through October 2011
6.75% for the first month, plus an
additional 1/12th of 0.25% for each
month thereafter
November 2011 and thereafter
7.00%
"Trust": ABFC 2005-OPT1 Trust, the trust created hereunder.
"Trust Fund": The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to a portion of which five
REMIC elections are to be made, such
entire Trust Fund 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 Originator Mortgage Loan
Purchase Agreement and the Mortgage Loan
Purchase Agreement (including any
security interest created thereby), (v) the
Trustee's rights under the Interest
Rate Swap Agreement and (vi) the Collection
Account, the Distribution Account
and the Swap 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.
"Trustee": Wells Fargo Bank, N.A., a national banking
association,
or any successor Trustee appointed as
herein provided.
"Uncertificated Accrued Interest": With respect to each REMIC 1
Regular Interest, REMIC 2 Regular Interest
or REMIC 3 Regular Interest on each
Distribution Date, an amount equal to one
month's interest at the related
Uncertificated REMIC 1 Pass-Through Rate,
Uncertificated REMIC 2 Pass-Through
Rate or Uncertificated REMIC 3 Pass-Through
Rate, as applicable on the
Uncertificated Principal Balance of such
REMIC Regular Interest. In each case,
Uncertificated Accrued Interest will be
reduced by any Prepayment Interest
Shortfalls and Relief Act Interest
Shortfalls (allocated to such REMIC Regular
Interests based on their respective
entitlements to interest irrespective of any
Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls for such
Distribution Date).
"Uncertificated Notional Amount": With respect to REMIC 3
Regular
Interest LTIO and each Distribution Date
listed below, the aggregate
Uncertificated Balance of the REMIC 2
Regular Interests ending with the
designation "A" listed below:
Distribution
Date
REMIC 2 Regular Interests
------------
-------------------------------------------------
1
I-1-A through I-50-A and II-1-A through II-50-A
2
I-2-A through I-50-A and II-2-A through II-50-A
3
I-3-A through I-50-A and II-3-A through II-50-A
4
I-4-A through I-50-A and II-4-A through II-50-A
5
I-5-A through I-50-A and II-5-A through II-50-A
6
I-6-A through I-50-A and II-6-A through II-50-A
7
I-7-A through I-50-A and II-7-A through II-50-A
8
I-8-A through I-50-A and II-8-A through II-50-A
9
I-9-A through I-50-A and II-9-A through II-50-A
10
I-10-A through I-50-A and II-10-A through II-50-A
11
I-11-A through I-50-A and II-11-A through II-50-A
12
I-12-A through I-50-A and II-12-A through II-50-A
13
I-13-A through I-50-A and II-13-A through II-50-A
14
I-14-A through I-50-A and II-14-A through II-50-A
15
I-15-A through I-50-A and II-15-A through II-50-A
16 &nb
