OPTEUM MORTGAGE ACCEPTANCE
CORPORATION,
COMPANY,
WELLS FARGO BANK, N.A.
MASTER SERVICER AND SECURITIES
ADMINISTRATOR,
AND
HSBC BANK USA, NATIONAL
ASSOCIATION
TRUSTEE
POOLING AND SERVICING
AGREEMENT
DATED AS OF JUNE 1, 2005
________________________
ASSET-BACKED PASS-THROUGH
CERTIFICATES
SERIES 2005-3
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
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Accepted Master Servicing Practices
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Accrual
Period
|
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Accrued
Certificate Interest
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Adjustable Rate Mortgage Loans
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Advance
|
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Affected Party
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Affiliate
|
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Aggregate Stated Principal Balance
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Agreement
|
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Allocated Realized Loss Amount
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Assignment
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Assignment Agreement
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Available Distribution Amount
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Bankruptcy Code
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Basic
Principal Distribution Amount
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Basis
Risk Shortfall
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Basis
Risk Shortfall Carry-Forward Amount
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Basis
Risk Shortfall Reserve Fund
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Book-Entry Certificate
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Business Day
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Cash
Liquidation
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Cenlar
|
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Cenlar
Servicing Agreement
|
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Certificate
|
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Certificate Account
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Certificate Account Deposit Date
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Certificateholder or Holder
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Certificate Margin
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Certificate Owner
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Certificate Principal Balance
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Certificate Register
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Class
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Class A
Certificate
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Class A
Principal Distribution Amount
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Class
A-1 Certificate
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Class
A-1A Certificate
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Class
A-1B Certificate
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Class
A-1C Certificate
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Class
A-PT Certificate
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Class
A-2 Certificate
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Class C
Certificate
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Class
IO Interest
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Class M
Certificates
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Class
M-1 Certificate
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Class
M-1 Principal Distribution Amount
|
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Class
M-2 Certificate
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Class
M-2 Principal Distribution Amount
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Class
M-3 Certificate
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Class
M-3 Principal Distribution Amount
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Class
M-4 Certificate
|
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Class
M-4 Principal Distribution Amount
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Class
M-5 Certificate
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|
Class
M-5 Principal Distribution Amount
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Class
M-6 Certificate
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Class
M-6 Principal Distribution Amount
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Class
M-7 Certificate
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Class
M-7 Principal Distribution Amount
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Class
M-8 Certificate
|
|
Class
M-8 Principal Distribution Amount
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Class
M-9 Certificate
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Class
M-9 Principal Distribution Amount
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Class
M-10 Certificate
|
|
Class
M-10 Principal Distribution Amount
|
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Class P
Certificate
|
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Class R
Certificate
|
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Class
R-1 Interest
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Class
R-2 Interest
|
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Class
R-3 Interest
|
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Closing
Date
|
|
Code
|
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Collateral Value
|
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Commission
|
|
Company
|
|
Compensating Interest
|
|
Corporate Trust Office
|
|
Corresponding Certificate
|
|
Curtailment
|
|
Custodial Account
|
|
Custodial Agreement
|
|
Custodian
|
|
Cut-off
Date
|
|
Defaulting Party
|
|
Deficient Valuation
|
|
Definitive Certificate
|
|
Deleted
Mortgage Loan
|
|
Delinquent
|
|
Depository
|
|
Depository Participant
|
|
Determination Date
|
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Disqualified Organization
|
|
Distribution Date
|
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Due
Date
|
|
Due
Period
|
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EDGAR
|
|
Eligible Account
|
|
ERISA
Restricted Certificates
|
|
Event
of Default
|
|
Exchange Act
|
|
Extra
Principal Distribution Amount
|
|
Fannie
Mae
|
|
FDIC
|
|
Fitch
|
|
Fixed
Rate Mortgage Loans
|
|
Freddie
Mac
|
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Indenture
|
|
Indenture Trustee
|
|
Initial
Certificate Principal Balance
|
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Initial
Notional Amount
|
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Insurance Policy
|
|
Insurance Proceeds
|
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Interest Carry Forward Amount
|
|
Interest Determination Date
|
|
Interest Remittance Amount
|
|
Late
Collections
|
|
Lender-Paid Insured Loans
|
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Lender-Paid Primary Insurance Policy
|
|
Lender-Paid Primary Insurance Rate
|
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LIBOR
|
|
LIBOR
Business Day
|
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Liquidated Mortgage Loan
|
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Liquidation Proceeds
|
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Loan-to-Value Ratio
|
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Lost
Note Affidavit
|
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Majority Class C Certificateholder
|
|
Marker
Rate
|
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Master
Servicer
|
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Master
Servicing Fees
|
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Master
Servicing Fee Rate
|
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Maximum
Uncertificated Accrued Interest Deferral Amount
|
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MERS
|
|
MERS® System
|
|
MIN
|
|
MOM
Loan
|
|
Monthly
Payment
|
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Moody’s
|
|
Mortgage
|
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Mortgage File
|
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Mortgage Loan
|
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Mortgage Loan Purchase Agreement
|
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Mortgage Loan Schedule
|
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Mortgage Note
|
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Mortgage Rate
|
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Mortgaged Property
|
|
Mortgagor
|
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Net
Liquidation Proceeds
|
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Net
Monthly Excess Cashflow
|
|
Net
Mortgage Rate
|
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Net
Prepayment Interest Shortfall
|
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Net
Swap Payment
|
|
Net WAC
Rate
|
|
Nonrecoverable Advance
|
|
Non-United States Person
|
|
Note
Account
|
|
Note
Administrator
|
|
Notional Amount
|
|
Offered
Certificates
|
|
Officers’ Certificate
|
|
Opinion
of Counsel
|
|
Optional Termination Date
|
|
OTS
|
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Outstanding Mortgage Loan
|
|
Overcollateralization Deficiency
Amount
|
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Overcollateralization Floor Amount
|
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Overcollateralization Release Amount
|
|
Overcollateralization Target Amount
|
|
Overcollateralized Amount
|
|
Ownership Interest
|
|
Pass-Through Rate
|
|
Percentage Interest
|
|
Permitted Investment
|
|
Permitted Transferee
|
|
Person
|
|
Prepayment Assumption
|
|
Prepayment Charge
|
|
Prepayment Interest Shortfall
|
|
Prepayment Period
|
|
Primary
Hazard Insurance Policy
|
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Primary
Insurance Policy
|
|
Principal Allocation Amount
|
|
Principal Distribution Amount
|
|
Principal Prepayment
|
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Principal Prepayment in Full
|
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Principal Remittance Amount
|
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Prospectus Supplement
|
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Protected Account
|
|
Purchase Price
|
|
Qualified Insurer
|
|
Qualified Substitute Mortgage Loan
|
|
Rating
Agency
|
|
Realized Loss
|
|
Record
Date
|
|
Regular
Certificate
|
|
Relief
Act
|
|
Relief
Act Interest Shortfall
|
|
REMIC
|
|
REMIC
1
|
|
REMIC 1
Regular Interest
|
|
REMIC
2
|
|
REMIC 2
Interest Loss Allocation Amount
|
|
REMIC 2
Overcollateralized Amount
|
|
REMIC 2
Principal Loss Allocation Amount
|
|
REMIC 2
Overcollateralization Target Amount
|
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REMIC 2
Regular Interests
|
|
REMIC
3
|
|
REMIC
Provisions
|
|
REMIC
Regular Interest
|
|
Remittance Report
|
|
REO
Acquisition
|
|
REO
Disposition
|
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REO
Imputed Interest
|
|
REO
Proceeds
|
|
REO
Property
|
|
Request
for Release
|
|
Residual Certificates
|
|
Residual Interest
|
|
Responsible Officer
|
|
Securities Administrator
|
|
Seller
|
|
Senior
Enhancement Percentage
|
|
Sequential Trigger Event
|
|
Servicer
|
|
Servicer Remittance Date
|
|
Servicing Advances
|
|
Servicing Agreement
|
|
Servicing Fee
|
|
Servicing Fee Rate
|
|
Servicing Officer
|
|
Single
Certificate
|
|
Standard & Poor’s
|
|
Startup
Day
|
|
Stated
Principal Balance
|
|
Step-Up
Date
|
|
Stepdown Date
|
|
Subservicer
|
|
Subservicer Remittance Date
|
|
Subservicing Agreement
|
|
Subsequent Recoveries
|
|
Substitution Adjustment
|
|
Supplemental Interest Trust
|
|
Swap
Agreement
|
|
Swap
LIBOR
|
|
Swap
Principal Payment Amount
|
|
Swap
Provider
|
|
Swap
Provider Trigger Event
|
|
Swap
Termination Payment
|
|
Tax
Returns
|
|
Transfer
|
|
Transferor
|
|
Trigger
Event
|
|
Trust
Fund
|
|
Trust
REMIC
|
|
Trustee
|
|
Uncertificated Accrued Interest
|
|
Uncertificated Notional Amount
|
|
Uncertificated Principal Balance
|
|
Uncertificated Pass-Through Rate
|
|
Uncertificated REMIC 1 Pass-Through
Rate
|
|
Uncertificated REMIC 2 Pass-Through
Rate
|
|
United
States Person
|
|
Voting
Rights
|
|
Weighted Average Net Mortgage Rate
|
|
Section 1.02
|
Determination of
LIBOR.
|
|
Section 1.03
|
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
|
Section 2.01
|
Conveyance of Mortgage
Loans.
|
|
Section 2.02
|
Acceptance of the Trust Fund by
the Trustee.
|
|
Section 2.03
|
Representations, Warranties and
Covenants of the Master Servicer and the Company.
|
|
Section 2.04
|
Assignment of Interest in the
Mortgage Loan Purchase Agreement.
|
|
Section 2.05
|
Issuance of Certificates;
Conveyance of REMIC Regular Interests and Acceptance of REMIC 1,
REMIC 2 and REMIC 3 by the Trustee.
|
|
Section 2.06
|
Negative Covenants of the Trustee
and Master Servicer.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
TRUST FUND
|
Section 3.01
|
Administration and Servicing of
Mortgage Loans.
|
|
Section 3.02
|
REMIC-Related
Covenants.
|
|
Section 3.03
|
Monitoring of
Servicer.
|
|
Section 3.04
|
Fidelity Bond.
|
|
Section 3.05
|
Power to Act;
Procedures.
|
|
Section 3.06
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 3.07
|
Release of Mortgage
Files.
|
|
Section 3.08
|
Documents, Records and Funds in
Possession of Master Servicer To Be Held for Trustee.
|
|
Section 3.09
|
Standard Hazard Insurance and
Flood Insurance Policies.
|
|
Section 3.10
|
Presentment of Claims and
Collection of Proceeds.
|
|
Section 3.11
|
Maintenance of the Primary
Mortgage Insurance Policies.
|
|
Section 3.12
|
Trustee to Retain Possession of
Certain Insurance Policies and Documents.
|
|
Section 3.13
|
Realization Upon Defaulted
Mortgage Loans.
|
|
Section 3.14
|
Compensation for the Master
Servicer.
|
|
Section 3.15
|
REO Property.
|
|
Section 3.16
|
Protected Accounts.
|
|
Section 3.17
|
Custodial Account.
|
|
Section 3.18
|
Permitted Withdrawals and
Transfers from the Custodial Account.
|
|
Section 3.19
|
Certificate Account.
|
|
Section 3.20
|
Permitted Withdrawals and
Transfers from the Certificate Account.
|
|
Section 3.21
|
Annual Officer’s
Certificate as to Compliance.
|
|
Section 3.22
|
Annual Independent
Accountant’s Servicing Report.
|
|
Section 3.23
|
Reports Filed with Securities and
Exchange Commission.
|
|
Section 3.24
|
UCC.
|
|
Section 3.25
|
Optional Purchase of Defaulted
Mortgage Loans.
|
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS
|
Section 4.01
|
Distributions.
|
|
Section 4.02
|
Statements to
Certificateholders.
|
|
Section 4.03
|
Remittance Reports; Advances by
the Master Servicer.
|
|
Section 4.04
|
Distributions on the REMIC
Regular Interests.
|
|
Section 4.05
|
Allocation of Realized
Losses.
|
|
Section 4.06
|
Information Reports to Be Filed
by the Servicer.
|
|
Section 4.07
|
Compliance with Withholding
Requirements.
|
|
Section 4.08
|
Basis Risk Shortfall Reserve
Fund.
|
|
Section 4.09
|
Supplemental Interest
Trust.
|
|
Section 4.10
|
Tax Treatment of Swap Payments
and Swap Termination Payments.
|
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
|
Rule 144A Information.
|
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER
|
Section 6.01
|
Liability of the Company and the
Master Servicer.
|
|
Section 6.02
|
Merger, Consolidation or
Conversion of the Company or the Master Servicer.
|
|
Section 6.03
|
Limitation on Liability of the
Company, the Master Servicer, the Securities Administrator and
Others.
|
|
Section 6.04
|
Limitation on Resignation of the
Master Servicer.
|
|
Section 6.05
|
Sale and Assignment of Master
Servicing.
|
ARTICLE VII
DEFAULT
|
Section 7.01
|
Events of Default.
|
|
Section 7.02
|
Trustee to Act; Appointment of
Successor.
|
|
Section 7.03
|
Notification to
Certificateholders.
|
|
Section 7.04
|
Waiver of Events of
Default.
|
|
Section 7.05
|
List of
Certificateholders.
|
ARTICLE VIII
CONCERNING THE TRUSTEE AND
SECURITIES ADMINISTRATOR
|
Section 8.01
|
Duties of Trustee and the
Securities Administrator.
|
|
Section 8.02
|
Certain Matters Affecting the
Trustee and the Securities Administrator.
|
|
Section 8.03
|
Trustee and Securities
Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
Section 8.04
|
Trustee and Securities
Administrator May Own Certificates.
|
|
Section 8.05
|
Trustee’s and Securities
Administrator’s Fees.
|
|
Section 8.06
|
Eligibility Requirements for
Trustee and the Securities Administrator.
|
|
Section 8.07
|
Resignation and Removal of the
Trustee and the Securities Administrator.
|
|
Section 8.08
|
Successor Trustee and Successor
Securities Administrator.
|
|
Section 8.09
|
Merger or Consolidation of
Trustee or Securities Administrator.
|
|
Section 8.10
|
Appointment of Co-Trustee or
Separate Trustee.
|
ARTICLE IX
TERMINATION
|
Section 9.01
|
Termination Upon Repurchase or
Liquidation of All Mortgage Loans or upon Purchase of
Certificates.
|
|
Section 9.02
|
Termination of REMIC 2, and REMIC
3.
|
|
Section 9.03
|
Additional Termination
Requirements.
|
ARTICLE X
REMIC PROVISIONS
|
Section 10.01
|
REMIC Administration.
|
|
Section 10.02
|
Prohibited Transactions and
Activities.
|
|
Section 10.03
|
Master Servicer, Securities
Administrator and Trustee Indemnification.
|
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.
|
|
Section 11.05
|
Notices.
|
|
Section 11.06
|
Severability of
Provisions.
|
|
Section 11.07
|
Successors and
Assigns.
|
|
Section 11.08
|
Article and Section
Headings.
|
|
Section 11.09
|
Notice to Rating
Agencies.
|
|
Section 11.10
|
Third Party Rights.
|
Signatures
Acknowledgments
|
Exhibit A
|
Form of Class A Certificate
|
|
Exhibit B-1
|
Form of Class M Certificate
|
|
Exhibit B-2
|
Form of Class C Certificate
|
|
Exhibit B-3
|
Form of Class P Certificate
|
|
Exhibit B-4
|
Form of Class R Certificate
|
|
Exhibit C
|
Form of Custodian Initial
Certification
|
|
Exhibit D
|
Form of Custodian Final Certification
|
|
Exhibit E
|
Form of Remittance Report
|
|
Exhibit F
|
Form of Request for Release
|
|
Exhibit G-1
|
Form of Investor Representation
Letter
|
|
Exhibit G-2
|
Form of Transferor Representation
Letter
|
|
Exhibit G-3
|
Form of Rule 144A Investment
Representation
|
|
Exhibit G-4
|
Form of Transferor Certificate for Transfers of
Residual Certificates
|
|
Exhibit G-5
|
Form of Transfer Affidavit and Agreement for
Transfers of Residual Certificates
|
|
Exhibit H
|
Mortgage Loan Schedule
|
|
Exhibit I
|
[Reserved]
|
|
Exhibit J
|
[Reserved]
|
|
Exhibit K
|
Form of Assignment Agreement
|
|
Exhibit L-1
|
Form 10-K Certification
|
|
Exhibit L-2
|
Form 10-K Back-up Certification (Master
Servicer)
|
|
Exhibit L-3
|
Form 10-K Back-up Certification
(Trustee)
|
|
Exhibit M-1
|
Cenlar Servicing Agreement
|
|
Exhibit N
|
Form of Custodial Agreement
|
|
Exhibit
O
|
Interest Rate
Swap Agreement
|
|
Exhibit P
|
Form of Mortgage Loan Purchase
Agreement
|
This Pooling and Servicing
Agreement, dated and effective as of June 1, 2005, is entered into
among Opteum Mortgage Acceptance Corporation, as company (the
“Company”), Wells Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”) and as
securities administrator (in such capacity, the “Securities
Administrator”), and HSBC Bank USA, National Association, as
trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Company 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 eighteen classes of certificates,
designated as (i) the Class A-1A, Class A-1B, Class A-1C, Class
A-PT, Class A-2 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, Class
M-9 and Class M-10 Certificates, (iii) the Class C Certificates,
(iv) the Class P Certificates and (v) the Class R
Certificates.
REMIC 1
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the Trust Fund (exclusive of the Basis Risk Shortfall Reserve
Fund and, for the avoidance of doubt, the Supplemental Interest
Trust and the Swap Agreement) as 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.
The following table irrevocably sets
forth the designation, the Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 1 Regular Interests. None of the
REMIC 1 Regular Interests will be certificated.
|
Designation
|
Uncertificated REMIC 1
Pass-Through Rate
|
|
Initial Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
I
|
(2)
|
$
|
70,918,441.07
|
July 25, 2035
|
|
I-1-A
|
(2)
|
$
|
5,029,407.68
|
July 25, 2035
|
|
I-1-B
|
(2)
|
$
|
5,029,407.68
|
July 25, 2035
|
|
I-2-A
|
(2)
|
$
|
6,232,338.84
|
July 25, 2035
|
|
I-2-B
|
(2)
|
$
|
6,232,338.84
|
July 25, 2035
|
|
I-3-A
|
(2)
|
$
|
7,427,841.44
|
July 25, 2035
|
|
I-3-B
|
(2)
|
$
|
7,427,841.44
|
July 25, 2035
|
|
I-4-A
|
(2)
|
$
|
8,605,808.23
|
July 25, 2035
|
|
I-4-B
|
(2)
|
$
|
8,605,808.23
|
July 25, 2035
|
|
I-5-A
|
(2)
|
$
|
9,755,777.05
|
July 25, 2035
|
|
I-5-B
|
(2)
|
$
|
9,755,777.05
|
July 25, 2035
|
|
I-6-A
|
(2)
|
$
|
10,866,713.16
|
July 25, 2035
|
|
I-6-B
|
(2)
|
$
|
10,866,713.16
|
July 25, 2035
|
|
I-7-A
|
(2)
|
$
|
11,927,352.40
|
July 25, 2035
|
|
I-7-B
|
(2)
|
$
|
11,927,352.40
|
July 25, 2035
|
|
I-8-A
|
(2)
|
$
|
12,927,849.61
|
July 25, 2035
|
|
I-8-B
|
(2)
|
$
|
12,927,849.61
|
July 25, 2035
|
|
I-9-A
|
(2)
|
$
|
13,829,298.84
|
July 25, 2035
|
|
I-9-B
|
(2)
|
$
|
13,829,298.84
|
July 25, 2035
|
|
I-10-A
|
(2)
|
$
|
14,325,953.53
|
July 25, 2035
|
|
I-10-B
|
(2)
|
$
|
14,325,953.53
|
July 25, 2035
|
|
I-11-A
|
(2)
|
$
|
13,760,130.30
|
July 25, 2035
|
|
I-11-B
|
(2)
|
$
|
13,760,130.30
|
July 25, 2035
|
|
I-12-A
|
(2)
|
$
|
13,154,652.27
|
July 25, 2035
|
|
I-12-B
|
(2)
|
$
|
13,154,652.27
|
July 25, 2035
|
|
I-13-A
|
(2)
|
$
|
12,576,837.99
|
July 25, 2035
|
|
I-13-B
|
(2)
|
$
|
12,576,837.99
|
July 25, 2035
|
|
I-14-A
|
(2)
|
$
|
12,025,492.52
|
July 25, 2035
|
|
I-14-B
|
(2)
|
$
|
12,025,492.52
|
July 25, 2035
|
|
I-15-A
|
(2)
|
$
|
11,499,371.24
|
July 25, 2035
|
|
I-15-B
|
(2)
|
$
|
11,499,371.24
|
July 25, 2035
|
|
I-16-A
|
(2)
|
$
|
10,997,289.03
|
July 25, 2035
|
|
I-16-B
|
(2)
|
$
|
10,997,289.03
|
July 25, 2035
|
|
I-17-A
|
(2)
|
$
|
10,518,117.27
|
July 25, 2035
|
|
I-17-B
|
(2)
|
$
|
10,518,117.27
|
July 25, 2035
|
|
I-18-A
|
(2)
|
$
|
10,060,781.13
|
July 25, 2035
|
|
I-18-B
|
(2)
|
$
|
10,060,781.13
|
July 25, 2035
|
|
I-19-A
|
(2)
|
$
|
9,624,257.16
|
July 25, 2035
|
|
I-19-B
|
(2)
|
$
|
9,624,257.16
|
July 25, 2035
|
|
I-20-A
|
(2)
|
$
|
9,207,570.53
|
July 25, 2035
|
|
I-20-B
|
(2)
|
$
|
9,207,570.53
|
July 25, 2035
|
|
I-21-A
|
(2)
|
$
|
8,810,472.70
|
July 25, 2035
|
|
I-21-B
|
(2)
|
$
|
8,810,472.70
|
July 25, 2035
|
|
I-22-A
|
(2)
|
$
|
58,359,988.20
|
July 25, 2035
|
|
I-22-B
|
(2)
|
$
|
58,359,988.20
|
July 25, 2035
|
|
I-23-A
|
(2)
|
$
|
5,634,372.47
|
July 25, 2035
|
|
I-23-B
|
(2)
|
$
|
5,634,372.47
|
July 25, 2035
|
|
I-24-A
|
(2)
|
$
|
5,406,747.38
|
July 25, 2035
|
|
I-24-B
|
(2)
|
$
|
5,406,747.38
|
July 25, 2035
|
|
I-25-A
|
(2)
|
$
|
5,188,929.04
|
July 25, 2035
|
|
I-25-B
|
(2)
|
$
|
5,188,929.04
|
July 25, 2035
|
|
I-26-A
|
(2)
|
$
|
4,980,508.83
|
July 25, 2035
|
|
I-26-B
|
(2)
|
$
|
4,980,508.83
|
July 25, 2035
|
|
I-27-A
|
(2)
|
$
|
4,781,061.13
|
July 25, 2035
|
|
I-27-B
|
(2)
|
$
|
4,781,061.13
|
July 25, 2035
|
|
I-28-A
|
(2)
|
$
|
4,590,180.19
|
July 25, 2035
|
|
I-28-B
|
(2)
|
$
|
4,590,180.19
|
July 25, 2035
|
|
I-29-A
|
(2)
|
$
|
4,407,479.19
|
July 25, 2035
|
|
I-29-B
|
(2)
|
$
|
4,407,479.19
|
July 25, 2035
|
|
I-30-A
|
(2)
|
$
|
4,232,589.35
|
July 25, 2035
|
|
I-30-B
|
(2)
|
$
|
4,232,589.35
|
July 25, 2035
|
|
I-31-A
|
(2)
|
$
|
4,065,159.09
|
July 25, 2035
|
|
I-31-B
|
(2)
|
$
|
4,065,159.09
|
July 25, 2035
|
|
I-32-A
|
(2)
|
$
|
3,904,853.11
|
July 25, 2035
|
|
I-32-B
|
(2)
|
$
|
3,904,853.11
|
July 25, 2035
|
|
I-33-A
|
(2)
|
$
|
3,751,634.17
|
July 25, 2035
|
|
I-33-B
|
(2)
|
$
|
3,751,634.17
|
July 25, 2035
|
|
I-34-A
|
(2)
|
$
|
10,410,913.15
|
July 25, 2035
|
|
I-34-B
|
(2)
|
$
|
10,410,913.15
|
July 25, 2035
|
|
I-35-A
|
(2)
|
$
|
3,131,891.82
|
July 25, 2035
|
|
I-35-B
|
(2)
|
$
|
3,131,891.82
|
July 25, 2035
|
|
I-36-A
|
(2)
|
$
|
3,013,187.44
|
July 25, 2035
|
|
I-36-B
|
(2)
|
$
|
3,013,187.44
|
July 25, 2035
|
|
I-37-A
|
(2)
|
$
|
2,899,363.82
|
July 25, 2035
|
|
I-37-B
|
(2)
|
$
|
2,899,363.82
|
July 25, 2035
|
|
I-38-A
|
(2)
|
$
|
2,790,207.15
|
July 25, 2035
|
|
I-38-B
|
(2)
|
$
|
2,790,207.15
|
July 25, 2035
|
|
I-39-A
|
(2)
|
$
|
2,685,513.37
|
July 25, 2035
|
|
I-39-B
|
(2)
|
$
|
2,685,513.37
|
July 25, 2035
|
|
I-40-A
|
(2)
|
$
|
2,585,087.71
|
July 25, 2035
|
|
I-40-B
|
(2)
|
$
|
2,585,087.71
|
July 25, 2035
|
|
I-41-A
|
(2)
|
$
|
2,488,744.35
|
July 25, 2035
|
|
I-41-B
|
(2)
|
$
|
2,488,744.35
|
July 25, 2035
|
|
I-42-A
|
(2)
|
$
|
2,396,305.91
|
July 25, 2035
|
|
I-42-B
|
(2)
|
$
|
2,396,305.91
|
July 25, 2035
|
|
I-43-A
|
(2)
|
$
|
2,307,603.07
|
July 25, 2035
|
|
I-43-B
|
(2)
|
$
|
2,307,603.07
|
July 25, 2035
|
|
I-44-A
|
(2)
|
$
|
2,222,474.21
|
July 25, 2035
|
|
I-44-B
|
(2)
|
$
|
2,222,474.21
|
July 25, 2035
|
|
I-45-A
|
(2)
|
$
|
2,140,765.07
|
July 25, 2035
|
|
I-45-B
|
(2)
|
$
|
2,140,765.07
|
July 25, 2035
|
|
I-46-A
|
(2)
|
$
|
2,062,328.35
|
July 25, 2035
|
|
I-46-B
|
(2)
|
$
|
2,062,328.35
|
July 25, 2035
|
|
I-47-A
|
(2)
|
$
|
1,987,023.41
|
July 25, 2035
|
|
I-47-B
|
(2)
|
$
|
1,987,023.41
|
July 25, 2035
|
|
I-48-A
|
(2)
|
$
|
1,914,715.99
|
July 25, 2035
|
|
I-48-B
|
(2)
|
$
|
1,914,715.99
|
July 25, 2035
|
|
I-49-A
|
(2)
|
$
|
1,845,277.85
|
July 25, 2035
|
|
I-49-B
|
(2)
|
$
|
1,845,277.85
|
July 25, 2035
|
|
I-50-A
|
(2)
|
$
|
1,778,586.61
|
July 25, 2035
|
|
I-50-B
|
(2)
|
$
|
1,778,586.61
|
July 25, 2035
|
|
I-51-A
|
(2)
|
$
|
1,714,525.24
|
July 25, 2035
|
|
I-51-B
|
(2)
|
$
|
1,714,525.24
|
July 25, 2035
|
|
I-52-A
|
(2)
|
$
|
1,652,982.13
|
July 25, 2035
|
|
I-52-B
|
(2)
|
$
|
1,652,982.13
|
July 25, 2035
|
|
I-53-A
|
(2)
|
$
|
1,593,850.54
|
July 25, 2035
|
|
I-53-B
|
(2)
|
$
|
1,593,850.54
|
July 25, 2035
|
|
I-54-A
|
(2)
|
$
|
1,537,028.61
|
July 25, 2035
|
|
I-54-B
|
(2)
|
$
|
1,537,028.61
|
July 25, 2035
|
|
I-55-A
|
(2)
|
$
|
1,482,418.96
|
July 25, 2035
|
|
I-55-B
|
(2)
|
$
|
1,482,418.96
|
July 25, 2035
|
|
I-56-A
|
(2)
|
$
|
1,429,928.58
|
July 25, 2035
|
|
I-56-B
|
(2)
|
$
|
1,429,928.58
|
July 25, 2035
|
|
I-57-A
|
(2)
|
$
|
5,467,958.90
|
July 25, 2035
|
|
I-57-B
|
(2)
|
$
|
5,467,958.90
|
July 25, 2035
|
|
I-58-A
|
(2)
|
$
|
6,327,091.88
|
July 25, 2035
|
|
I-58-B
|
(2)
|
$
|
6,327,091.88
|
July 25, 2035
|
|
I-59-A
|
(2)
|
$
|
841,610.62
|
July 25, 2035
|
|
I-59-B
|
(2)
|
$
|
841,610.62
|
July 25, 2035
|
|
I-60-A
|
(2)
|
$
|
818,313.68
|
July 25, 2035
|
|
I-60-B
|
(2)
|
$
|
818,313.68
|
July 25, 2035
|
|
I-61-A
|
(2)
|
$
|
795,678.96
|
July 25, 2035
|
|
I-61-B
|
(2)
|
$
|
795,678.96
|
July 25, 2035
|
|
I-62-A
|
(2)
|
$
|
773,686.73
|
July 25, 2035
|
|
I-62-B
|
(2)
|
$
|
773,686.73
|
July 25, 2035
|
|
I-63-A
|
(2)
|
$
|
752,317.91
|
July 25, 2035
|
|
I-63-B
|
(2)
|
$
|
752,317.91
|
July 25, 2035
|
|
I-64-A
|
(2)
|
$
|
731,554.00
|
July 25, 2035
|
|
I-64-B
|
(2)
|
$
|
731,554.00
|
July 25, 2035
|
|
I-65-A
|
(2)
|
$
|
711,377.12
|
July 25, 2035
|
|
I-65-B
|
(2)
|
$
|
711,377.12
|
July 25, 2035
|
|
I-66-A
|
(2)
|
$
|
691,769.94
|
July 25, 2035
|
|
I-66-B
|
(2)
|
$
|
691,769.94
|
July 25, 2035
|
|
I-67-A
|
(2)
|
$
|
672,715.66
|
July 25, 2035
|
|
I-67-B
|
(2)
|
$
|
672,715.66
|
July 25, 2035
|
|
I-68-A
|
(2)
|
$
|
654,198.04
|
July 25, 2035
|
|
I-68-B
|
(2)
|
$
|
654,198.04
|
July 25, 2035
|
|
I-69-A
|
(2)
|
$
|
636,201.32
|
July 25, 2035
|
|
I-69-B
|
(2)
|
$
|
636,201.32
|
July 25, 2035
|
|
I-70-A
|
(2)
|
$
|
618,710.27
|
July 25, 2035
|
|
I-70-B
|
(2)
|
$
|
618,710.27
|
July 25, 2035
|
|
I-71-A
|
(2)
|
$
|
601,710.09
|
July 25, 2035
|
|
I-71-B
|
(2)
|
$
|
601,710.09
|
July 25, 2035
|
|
I-72-A
|
(2)
|
$
|
585,186.47
|
July 25, 2035
|
|
I-72-B
|
(2)
|
$
|
585,186.47
|
July 25, 2035
|
|
I-73-A
|
(2)
|
$
|
569,125.54
|
July 25, 2035
|
|
I-73-B
|
(2)
|
$
|
569,125.54
|
July 25, 2035
|
|
I-74-A
|
(2)
|
$
|
553,513.85
|
July 25, 2035
|
|
I-74-B
|
(2)
|
$
|
553,513.85
|
July 25, 2035
|
|
I-75-A
|
(2)
|
$
|
538,338.38
|
July 25, 2035
|
|
I-75-B
|
(2)
|
$
|
538,338.38
|
July 25, 2035
|
|
I-76-A
|
(2)
|
$
|
523,586.48
|
July 25, 2035
|
|
I-76-B
|
(2)
|
$
|
523,586.48
|
July 25, 2035
|
|
I-77-A
|
(2)
|
$
|
509,245.93
|
July 25, 2035
|
|
I-77-B
|
(2)
|
$
|
509,245.93
|
July 25, 2035
|
|
I-78-A
|
(2)
|
$
|
495,304.82
|
July 25, 2035
|
|
I-78-B
|
(2)
|
$
|
495,304.82
|
July 25, 2035
|
|
I-79-A
|
(2)
|
$
|
481,751.71
|
July 25, 2035
|
|
I-79-B
|
(2)
|
$
|
481,751.71
|
July 25, 2035
|
|
I-80-A
|
(2)
|
$
|
468,575.42
|
July 25, 2035
|
|
I-80-B
|
(2)
|
$
|
468,575.42
|
July 25, 2035
|
|
I-81-A
|
(2)
|
$
|
455,765.08
|
July 25, 2035
|
|
I-81-B
|
(2)
|
$
|
455,765.08
|
July 25, 2035
|
|
I-82-A
|
(2)
|
$
|
537,850.25
|
July 25, 2035
|
|
I-82-B
|
(2)
|
$
|
537,850.25
|
July 25, 2035
|
|
I-83-A
|
(2)
|
$
|
475,413.74
|
July 25, 2035
|
|
I-83-B
|
(2)
|
$
|
475,413.74
|
July 25, 2035
|
|
I-84-A
|
(2)
|
$
|
412,671.35
|
July 25, 2035
|
|
I-84-B
|
(2)
|
$
|
412,671.35
|
July 25, 2035
|
|
I-85-A
|
(2)
|
$
|
401,552.08
|
July 25, 2035
|
|
I-85-B
|
(2)
|
$
|
401,552.08
|
July 25, 2035
|
|
I-86-A
|
(2)
|
$
|
390,733.40
|
July 25, 2035
|
|
I-86-B
|
(2)
|
$
|
390,733.40
|
July 25, 2035
|
|
I-87-A
|
(2)
|
$
|
380,207.11
|
July 25, 2035
|
|
I-87-B
|
(2)
|
$
|
380,207.11
|
July 25, 2035
|
|
I-89-A
|
(2)
|
$
|
369,965.20
|
July 25, 2035
|
|
I-88-B
|
(2)
|
$
|
369,965.20
|
July 25, 2035
|
|
I-89-A
|
(2)
|
$
|
359,999.90
|
July 25, 2035
|
|
I-89-B
|
(2)
|
$
|
359,999.90
|
July 25, 2035
|
|
I-90-A
|
(2)
|
$
|
350,303.66
|
July 25, 2035
|
|
I-90-B
|
(2)
|
$
|
350,303.66
|
July 25, 2035
|
|
I-91-A
|
(2)
|
$
|
340,869.15
|
July 25, 2035
|
|
I-91-B
|
(2)
|
$
|
340,869.15
|
July 25, 2035
|
|
I-92-A
|
(2)
|
$
|
331,689.22
|
July 25, 2035
|
|
I-92-B
|
(2)
|
$
|
331,689.22
|
July 25, 2035
|
|
I-93-A
|
(2)
|
$
|
322,756.92
|
July 25, 2035
|
|
I-94-B
|
(2)
|
$
|
322,756.92
|
July 25, 2035
|
|
I-94A
|
(2)
|
$
|
314,065.53
|
July 25, 2035
|
|
I-94-B
|
(2)
|
$
|
314,065.53
|
July 25, 2035
|
|
I-95-A
|
(2)
|
$
|
11,297,043.19
|
July 25, 2035
|
|
I-95-B
|
(2)
|
$
|
11,297,043.19
|
July 25, 2035
|
|
P
|
(2)
|
$
|
100.00
|
July 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 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.
The following table irrevocably sets
forth the designation, the Uncertificated REMIC 2 Pass-Through
Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 2 Regular Interests. None of the
REMIC 2 Regular Interests will be certificated.
|
Designation
|
Uncertificated REMIC 2
Pass-Through Rate
|
|
Initial Certificate
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
LT-AA
|
(2)
|
$
|
918,372,049.87
|
July 25, 2035
|
|
LT-A1A
|
(2)
|
$
|
2,379,550.00
|
July 25, 2035
|
|
LT-A1B
|
(2)
|
$
|
2,630,870.00
|
July 25, 2035
|
|
LT-A1C
|
(2)
|
$
|
1,000,450.00
|
July 25, 2035
|
|
LT-APT
|
(2)
|
$
|
1,740,000.00
|
July 25, 2035
|
|
LT-A2
|
(2)
|
$
|
861,210.00
|
July 25, 2035
|
|
LT-M1
|
(2)
|
$
|
140,560.00
|
July 25, 2035
|
|
LT-M2
|
(2)
|
$
|
126,510.00
|
July 25, 2035
|
|
LT-M3
|
(2)
|
$
|
79,650.00
|
July 25, 2035
|
|
LT-M4
|
(2)
|
$
|
60,910.00
|
July 25, 2035
|
|
LT-M5
|
(2)
|
$
|
60,910.00
|
July 25, 2035
|
|
LT-M6
|
(2)
|
$
|
56,230.00
|
July 25, 2035
|
|
LT-M7
|
(2)
|
$
|
46,860.00
|
July 25, 2035
|
|
LT-M8
|
(2)
|
$
|
46,860.00
|
July 25, 2035
|
|
LT-M9
|
(2)
|
$
|
46,860.00
|
July 25, 2035
|
|
LT-M10
|
(2)
|
$
|
46,850.00
|
July 25, 2035
|
|
LT-ZZ
|
(2)
|
$
|
9,418,006.73
|
July 25, 2035
|
|
LT-IO
|
(2)
|
|
(3)
|
July 25, 2035
|
|
LT-P
|
(2)
|
$
|
100.00
|
July 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 1 Regular
Interest.
|
|
(2)
|
Calculated in accordance with the definition of
“Uncertificated REMIC 2 Pass-Through Rate”
herein.
|
|
(3)
|
REMIC 2 Regular Interest LT-IO will not have a
Certificate Principal Balance, but will accrue interest on its
Uncertificated Notional Amount, as defined 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.
The following table irrevocably sets
forth the Class designation, Pass-Through Rate and Initial
Certificate Principal Balance for each Class of Certificates and
Interests that represents ownership of one or more of the
“regular interests” in REMIC 3 created
hereunder.
Each Certificate, other than the
Class P Certificate, the Class C Certificate and the Class R
Certificates, represents ownership of a regular interest in REMIC 3
and also represents (i) the right to receive payments with respect
to the Basis Risk Shortfall Carry-Forward Amount and (ii) the
obligation to pay the Class IO Distribution Amount (as defined
herein). The entitlement to principal of each REMIC 3 Regular
Interest ownership of which is represented by a regular interest
which corresponds to each Certificate shall be equal in amount and
timing to the entitlement to principal of such
Certificate.
|
Class Designation
|
|
Initial Certificate
Principal Balance
|
Pass-Through Rate
|
Assumed Final Maturity Date
(1)
|
|
Class A-1A (2)
|
$
|
237,955,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class A-1B (2)
|
$
|
263,087,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class A-1C (2)
|
$
|
100,045,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class A-PT (2)
|
$
|
174,000,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class A-2 (2)
|
$
|
86,121,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-1 (2)
|
$
|
14,056,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-2 (2)
|
$
|
12,651,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-3 (2)
|
$
|
7,965,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-4 (2)
|
$
|
6,091,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-5 (2)
|
$
|
6,091,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-6 (2)
|
$
|
5,623,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-7 (2)
|
$
|
4,686,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-8 (2)
|
$
|
4,686,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-9 (2)
|
$
|
4,686,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class M-10 (2)
|
$
|
4,685,000.00
|
Adjustable (3)
|
July 25, 2035
|
|
Class C
|
$
|
4,586,336.60
|
Variable (4)
|
July 25, 2035
|
|
Class P
|
$
|
100.00
|
(5)
|
July 25, 2035
|
|
|
|
|
|
|
|
|
Class IO Interest
|
|
(6)
|
(7)
|
July 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 3 Regular
Interest.
|
|
(2)
|
This Class of Certificates represents ownership
of a “regular interest” in REMIC 3. Any amount
distributed on this Class of Certificates on any Distribution Date
in excess of the amount distributable on the related REMIC 3
Regular Interest on such Distribution Date shall be treated for
federal income tax purposes as having been paid from the Basis Risk
Shortfall Reserve Fund or the Supplemental Interest Trust, as
applicable, and any amount distributable on such REMIC 3 regular
interest on such Distribution Date in excess of the amount
distributable on such Class of Certificates on such Distribution
Date shall be treated as having been paid in respect of such
certificate and paid by the holder thereof to the Supplemental
Interest Trust, all pursuant to and as further provided in Section
4.09 hereof.
|
|
(3)
|
Calculated in accordance with the definition of
“Pass-Through Rate” herein. Each REMIC 3 Regular
Interest the ownership of which is represented by a Class A
Certificate or Class M Certificate will have the same Pass-Through
Rate as such Certificate, except with respect to the Net WAC Rate.
The Net WAC Rate for each such REMIC 3 Regular Interest and
Certificate are specified in the definition of Net WAC
Rate.
|
|
(4)
|
The Class C Certificates will accrue interest at
its variable Pass-Through Rate on the Notional Amount of the Class
C Certificates outstanding from time to time which shall equal the
aggregate of the Uncertificated Principal Balances of the REMIC 2
Regular Interests (other than REMIC 2 Regular Interest LT-P). The
Class C Certificates will not accrue interest on its Certificate
Principal Balance.
|
|
(5)
|
The Class P Certificates do not accrue
interest.
|
|
(6)
|
For federal income tax purposes, the Class IO
Interest will not have a Pass-Through Rate, but will be entitled to
100% of the amounts distributed on REMIC 2 Regular Interest
LT-IO.
|
|
(7)
|
For federal income tax purposes, the Class IO
Interest will not have an Uncertificated Principal Balance, but
will have a notional amount equal to the Uncertificated Notional
Amount of REMIC 2 Regular Interest IO.
|
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article. Unless otherwise
specified, all calculations in respect of interest on the Class A
Certificates and the Class M Certificates shall be made on the
basis of a 360-day year consisting of the actual number of days in
the related Accrual Period. All calculations of interest with
regard to the Class C Certificates, Class IO Interest, REMIC 1
Regular Interests and REMIC 2 Regular Interest shall be on the
basis of a 360-day year consisting of twelve 30-days months. The
Class P Certificates and Class R Certificates do not accrue
interest.
“Accepted Master Servicing
Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage master servicing practices of
prudent mortgage master servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Trustee or the Master
Servicer (except in its capacity as successor to the Servicer), or
(y) as provided in this Agreement, to the extent applicable to the
Master Servicer, but in no event below the standard set forth in
clause (x).
“Accrual Period”: With
respect to any Distribution Date, the Class A Certificates and
Class M Certificates, the period commencing on the immediately
preceding Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) and ending on the day
immediately preceding the current Distribution Date. With respect
to any Distribution Date and the Class C Certificates, the calendar
month preceding the month in which such Distribution Date occurs.
The Class P Certificates and Class R Certificates will not accrue
any interest and therefore have no Accrual Period.
“Accrued Certificate
Interest”: With respect to the Class A Certificates, Class M
Certificates and Class C Certificates and any Distribution Date,
the amount of interest accrued during the related Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance
(or Notional Amount in the case of the Class C Certificates) of
such Class immediately prior to such Distribution Date, in each
case, reduced by any Net Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls (allocated to such Certificate as set forth
in Section 1.03). The Accrued Certificate Interest on the Class A
Certificates and Class M Certificates will be calculated on the
basis of a 360-day year and the actual number of days in the
related Accrual Period. The Accrued Certificate Interest on the
Class C Certificates will be calculated on the basis of a 360-day
year consisting of twelve 30-days months.
“Adjustable Rate Mortgage
Loans”: The Mortgage Loans identified in the Mortgage Loan
Schedule as having a Mortgage Rate which is adjustable at any point
during the life of the related Mortgage, including any Mortgage
Loans delivered in replacement thereof.
“Advance”: As to any
Mortgage Loan, any advance made by the Servicer or the Master
Servicer on any Distribution Date pursuant to Section
4.03.
“Affected Party”: As
defined in the Swap Agreement.
“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.
“Aggregate Stated Principal
Balance”: As of any date of determination, the aggregate
Stated Principal Balance of the Mortgage Loans.
“Agreement”: This
Pooling and Servicing Agreement and all amendments
hereof.
“Allocated Realized Loss
Amount”: With respect to any Distribution Date and any Class
of Class M Certificates or Class A-2 Certificates, an amount equal
to the sum of any Realized Loss allocated to that class of
Certificates on that Distribution Date and any Allocated Realized
Loss Amount for that class remaining unpaid from any previous
Distribution Date.
“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 a record the sale of the Mortgage.
“Assignment Agreement”:
The Assignment, Assumption and Recognition Agreement, dated as of
the Closing Date, among the Company, the Trustee and the Seller,
whereby the Servicing Agreement is being assigned to the Trust, and
attached hereto as Exhibit K.
“Available Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the aggregate of the following amounts with respect to the
Mortgage Loans: (a) all previously undistributed payments on
account of principal and all previously undistributed payments on
account of interest received after the Cut-off Date and on or prior
to the related Determination Date, (b) any Advances and
Compensating Interest paid by the Servicers or the Master Servicer
with respect to such Distribution Date and (c) any reimbursed
amount in connection with losses on investments of deposits in an
account, except: (i) all payments that were due on or before the
Cut-off Date; (ii) all Principal Prepayments, Liquidation Proceeds
and Subsequent Recoveries received after the applicable Prepayment
Period; (iii) all payments, other than Principal Prepayments, that
represent early receipt of scheduled payments due on a date or
dates subsequent to the related Due Date; (iv) amounts received on
particular Mortgage Loans as late payments of principal or interest
and respecting which, and to the extent that, there are any
unreimbursed Advances; (v) any investment earnings on amounts on
deposit in the Custodial Account and the Certificate Account and
amounts permitted to be withdrawn from the Custodial Account and
the Certificate Account pursuant to this Agreement; (vi) amounts
needed to pay the Servicing Fees and Master Servicing Fees or to
reimburse the Servicer or the Master Servicer for amounts due under
the applicable Servicing Agreement and the Agreement to the extent
such amounts have not been retained by, or paid previously to, the
Servicer or the Master Servicer; (vii) to pay any fees with respect
to the Lender-Paid Primary Insurance Policy and (viii)
any
amounts reimbursable to the Trustee,
the Master Servicer, the Securities Administrator and the Custodian
pursuant to this Agreement.
“Bankruptcy Code”: The
Bankruptcy Code of 1978, as amended.
“Basic Principal Distribution
Amount”: With respect to any Distribution Date, the excess,
if any, of (x) the Principal Remittance Amount for such
Distribution Date, over (y) the Overcollateralization Release
Amount.
“Basis Risk Shortfall”:
With respect to any Class of the Class A Certificates and Class M
Certificates, on each Distribution Date where clause (ii) of the
related definition of “Pass-Through Rate” is less than
clause (i) of the definition of “Pass-Through Rate”,
the excess, if any, of (x) the aggregate Accrued Certificate
Interest thereon for such Distribution Date calculated pursuant to
clause (i) of the definition of “Pass-Through Rate”
over (y) interest accrued on the Mortgage Loans at the Net WAC
Rate.
“Basis Risk Shortfall
Carry-Forward Amount”: With respect to each Class of the
Class A Certificates and Class M Certificates and any Distribution
Date, as determined separately for each such Class of the Class A
Certificates or Class M Certificates, an amount equal to the
aggregate amount of Basis Risk Shortfall for such Certificates on
such Distribution Date, if any, plus any unpaid Basis Risk
Shortfall for such Class of Certificates from prior Distribution
Dates, plus interest thereon at the Pass-Through Rate for such
Distribution Date, to the extent previously unreimbursed by the Net
Monthly Excess Cashflow or the Supplemental Interest
Trust.
“Basis Risk Shortfall Reserve
Fund”: A reserve fund established by the Securities
Administrator on behalf of the Trustee for the benefit of the
Holders of the Class A Certificates and Class M Certificates. The
Basis Risk Shortfall Reserve Fund is an “outside reserve
fund” within the meaning of Treasury regulation Section
1.860G-2(h), which is not an asset of any REMIC, ownership of which
is evidenced by the Class C Certificates, and which is established
and maintained pursuant to Section 4.08.
“Book-Entry
Certificate”: Any Certificate registered in the name of the
Depository or its nominee.
“Business Day”: Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which the
New York Stock Exchange or Federal Reserve is closed or on which
banking institutions in the jurisdiction in which the Trustee, the
Master Servicer, the Servicer, any Subservicer or the Corporate
Trust Office of the Securities Administrator is located are
authorized or obligated by law or executive order to be
closed.
“Cash Liquidation”: As
to any defaulted Mortgage Loan other than a Mortgage Loan as to
which an REO Acquisition occurred, a determination by the Servicer
that it has received all Insurance Proceeds, Liquidation Proceeds
and other payments or cash recoveries which the Servicer reasonably
and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
“Cenlar”: Cenlar
FSB.
“Cenlar Servicing
Agreement”: The Servicing Agreement dated March 5, 2004,
between Wells Fargo Bank, N.A. as master servicer and Opteum
Financial Services, LLC (f/k/a Home Star Mortgage Services, LLC) as
seller and servicer.
“Certificate”: Any Class
A, Class M, Class C, Class P or Class R Certificate.
“Certificate Account”:
The trust account or accounts created and maintained pursuant to
Section 3.19, which shall be entitled “HSBC Bank USA,
National Association, in trust for registered holders of Opteum
Mortgage Acceptance Corporation, Asset-Backed Pass-Through
Certificates, Series 2005-3”, and which account or accounts
must each be an Eligible Account.
“Certificate Account Deposit
Date”: With respect to any Distribution Date, the Business
Day immediately preceding such Distribution Date.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that only a
Permitted Transferee shall be a holder of a Residual Certificate
for any purposes hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in
the name of the Company or the Master Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Rights
to which such Certificate is entitled shall not be taken into
account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained,
except as otherwise provided in Section 11.01. The Trustee and the
Securities Administrator shall be entitled to rely upon a
certification of the Company or the Master Servicer in determining
if any Certificates are registered in the name of the respective
affiliate. All references herein to “Holders” or
“Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights
through the Depository and participating members thereof, except as
otherwise specified herein; provided , however , that
the Trustee and the Securities Administrator shall be required to
recognize as a “Holder” or
“Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate Margin”:
With respect to the Class A-1A, Class A-1B, Class A-1C, Class A-PT,
Class A-2, 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 and Class M-10
Certificates and solely for the purposes of the definition of
Marker Rate and Maximum Uncertificated Accrued Interest Deferral
Amount, the REMIC 2 Regular Interests (other than REMIC 2 Regular
Interests LT-AA, LT-ZZ and LT-P), on any Distribution Date prior to
the Optional Termination Date, 0.110%, 0.260%, 0.370%, 0.290%,
0.340%, 0.460%, 0.480%, 0.500%, 0.650%, 0.680%, 0.720%, 1.250%,
1.350%, 1.800% and 1.85% per annum, respectively, and on any
Distribution Date on and after the Step-Up Date, 0.220%, 0.520%,
0.740%, 0.580%, 0.680%, 0.690%, 0.720%, 0.750%, 0.975%, 1.020%,
1.080%, 1.875%, 2.025%, 2.700% and 2.775% per annum,
respectively.
“Certificate Owner”:
With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate, as reflected on the books of
an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a
Depository Participant, if any, and otherwise on the books of the
Depository.
“Certificate Principal
Balance”: With respect to any Class of Class A Certificates
or Class M Certificates immediately prior to any Distribution Date,
the Initial Certificate Principal Balance thereof, plus any
Subsequent Recoveries added to the Certificate Principal Balance of
such Certificate, reduced by the sum of (a) all amounts actually
distributed in respect of principal of such Class and, (b) in the
case of a Class M Certificate and Class A-2 Certificate, Realized
Losses allocated thereto on all prior Distribution Dates. With
respect to the Class C Certificates as of any date of
determination, an amount equal to the excess, if any, of (A) the
then aggregate Uncertificated Principal Balances of the REMIC 2
Regular Interests over (B) the then aggregate Certificate Principal
Balances of the Class A Certificates, the Class M Certificates and
the Class P Certificates then outstanding.
“Certificate Register”:
The register maintained pursuant to Section 5.02.
“Class”: Collectively,
all of the Certificates bearing the same designation.
“Class A Certificate”:
Class A-1A, Class A-1B, Class A-1C, Class A-PT or Class A-2
Certificates.
“Class A Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the Aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period)
multiplied by 83.80% and (b) the amount, if any, by which (i) the
Aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) the Overcollateralization Floor
Amount.
“Class A-1 Certificate”:
Class A-1A, Class A-1B or Class A-1C Certificate.
“Class A-1A
Certificate”: Any one of the Class A-1A Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3,
(ii) the right to receive the related Basis Risk Shortfall
Carry-Forward Amount and (iii) the obligation to pay any Class IO
Distribution Amount.
“Class A-1B
Certificate”: Any one of the Class A-1B Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing (i) a REMIC Regular Interest
in REMIC 3, (ii) the right to
receive the related Basis Risk Shortfall Carry-Forward Amount and
(iii) the obligation to pay any Class IO Distribution
Amount.
“Class A-1C
Certificate”: Any one of the Class A-1C Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3,
(ii) the right to receive the related Basis Risk Shortfall
Carry-Forward Amount and (iii) the obligation to pay any Class IO
Distribution Amount.
“Class A-PT
Certificate”: Any one of the Class A-PT Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3,
(ii) the right to receive the related Basis Risk Shortfall
Carry-Forward Amount and (iii) the obligation to pay any Class IO
Distribution Amount.
“Class A-2 Certificate”:
Any one of the Class A-2 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit A,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class C Certificate”:
Any one of the Class C Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-2,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing a
REMIC Regular Interest in REMIC 3.
“Class IO Distribution
Amount”: As defined in Section 4.09 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Supplemental Interest Trust
on such Distribution Date in excess of the amount payable on the
Class IO Interest on such Distribution Date, all as further
provided in Section 4.09 hereof.
“Class IO Interest”: An
uncertificated interest in the Trust Fund held by the Trustee,
evidencing a REMIC Regular Interest in REMIC 3 for purposes of the
REMIC Provisions.
“Class M 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 and Class M-10
Certificates.
“Class M-1 Certificate”:
Any one of the Class M-1 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-1 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior
to such Distribution Date over (y) the lesser of (a) the Aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 86.80% and (b) the amount, if any,
by which (i) the Aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the
related Prepayment Period) exceeds (ii) the Overcollateralization
Floor Amount.
“Class M-2 Certificate”:
Any one of the Class M-2 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-2 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates and Class M-1
Certificates (after taking into account the distribution of the
Class A and Class M-1 Principal Distribution Amounts on such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class M-2 Certificates immediately prior to such Distribution
Date over (y) the lesser of (a) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses
incurred during the related Prepayment Period) multiplied by 89.50%
and (b) the amount, if any, by which (i) the Aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period)
exceeds (ii) the Overcollateralization Floor Amount.
“Class M-3 Certificate”:
Any one of the Class M-3 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest
in REMIC 3, (ii) the right to
receive the related Basis Risk Shortfall Carry-Forward Amount and
(iii) the obligation to pay any Class IO Distribution
Amount.
“Class M-3 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, Class M-1 and Class M-2
Certificates (after taking into account the distributions of the
Class A, Class M-1 and Class M-2 Principal Distribution Amounts on
such Distribution Date) and (ii) the Certificate Principal Balance
of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the Aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period)
multiplied by 91.20% and (b) the amount, if any, by which (i) the
Aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) the Overcollateralization Floor
Amount.
“Class M-4 Certificate”:
Any one of the Class M-4 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-4 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, Class M-1, Class M-2 and Class
M-3 Certificates (after taking into account the distribution of the
Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution
Amounts on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior
to such Distribution Date over (y) the lesser of (a) the Aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 92.50% and (b) the amount, if any,
by which (i) the Aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the
related Prepayment Period) exceeds (ii) the Overcollateralization
Floor Amount.
“Class M-5 Certificate”:
Any one of the Class M-5 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-5 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, Class M-1, Class M-2, Class M-3
and Class M-4 Certificates (after taking into account the
distribution of the Class A, Class M-1, Class M-2, Class M-3 and
Class M-4 Principal Distribution Amounts on such Distribution Date)
and (ii) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date over (y)
the lesser of (a) the Aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) multiplied by 93.80% and (b)
the amount, if any, by which (i) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses
incurred during the related Prepayment Period) exceeds (ii) the
Overcollateralization Floor Amount.
“Class M-6 Certificate”:
Any one of the Class M-6 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-6 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
Class M-4 and Class M-5 Certificates (after taking into account the
distribution of the Class A, Class M-1, Class M-2, Class M-3, Class
M-4 and Class M-5 Principal Distribution Amounts on such
Distribution Date) and (ii) the Certificate Principal Balance of
the Class M-6 Certificates immediately prior to such Distribution
Date over (y) the lesser of (a) the Aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses
incurred during the related Prepayment Period) multiplied by 95.00%
and (b) the amount, if any, by which (i) the Aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Prepayment Period) exceeds (ii) the
Overcollateralization Floor Amount.
“Class M-7 Certificate”:
Any one of the Class M-7 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-7 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6 Certificates (after taking into
account the distribution of the Class A, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Principal
Distribution Amounts on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(a) the Aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 96.00% and (b) the amount, if any,
by which (i) the Aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the
related Prepayment Period) exceeds (ii) the Overcollateralization
Floor Amount.
“Class M-8 Certificate”:
Any one of the Class M-8 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-8 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (after
taking into account the distribution of the Class A, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7
Principal Distribution Amounts on such Distribution Date) and (ii)
the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(a) the Aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due
Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 97.00% and (b) the amount, if any,
by which (i) the Aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the
related Prepayment Period) exceeds (ii) the Overcollateralization
Floor Amount.
“Class M-9 Certificate”:
Any one of the Class M-9 Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing (i)
a REMIC Regular Interest in REMIC 3, (ii) the right to receive the
related Basis Risk Shortfall Carry-Forward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class M-9 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates (after taking into account the distribution of the
Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7 and Class M-8 Principal Distribution Amounts
on such Distribution Date) and (ii) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the Aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Prepayment Period)
multiplied by 98.00% and (b) the amount, if any, by which (i) the
Aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) exceeds (ii) the Overcollateralization Floor
Amount.
“Class M-10
Certificate”: Any one of the Class M-10 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit B-1, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing (i) a REMIC Regular Interest in REMIC 3,
(ii) the right to receive the related Basis Risk Shortfall
Carry-Forward Amount and (iii) the obligation to pay any Class IO
Distribution Amount.
“Class M-10 Principal
Distribution Amount”: For any applicable Distribution Date on
or after the Stepdown Date as long as a Trigger Event has not
occurred with respect to such Distribution Date, an amount equal to
the excess (if any) of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A, 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 (after taking into account the
distribution of the Class A, 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
Principal Distribution Amounts on such Distribution Date) and (ii)
the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(a) the Aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related
Prepayment Period) multiplied by 99.00% and (b) the amount, if any,
by which (i) the Aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the
related Prepayment Period) exceeds (ii) the Overcollateralization
Floor Amount.
“Class P Certificate”:
Any one of the Class P Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-3,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing a
REMIC Regular Interest in REMIC 3.
“Class R Certificate”:
Any one of the Class R Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit B-4,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, evidencing the ownership
of the Class R-1 Interest, Class R-2 Interest and Class R-3
Interest.
“Class R-1 Interest”:
The uncertificated Residual Interest in REMIC 1.
“Class R-2 Interest”:
The uncertificated Residual Interest in REMIC 2.
“Class R-3 Interest”:
The uncertificated Residual Interest in REMIC 3.
“Closing Date”: June 17,
2005.
“Code”: The Internal
Revenue Code of 1986, as amended.
“Collateral Value”: The
appraised value of a Mortgaged Property based upon the lesser of
(i) the appraisal made at the time of the origination of the
related Mortgage Loan, or (ii) the sales price of such Mortgaged
Property at such time of origination. With respect to a Mortgage
Loan the proceeds of which were used to refinance an existing
mortgage loan, the appraised value of the Mortgaged Property based
upon the appraisal obtained at the time of refinancing.
“Commission”: The
Securities and Exchange Commission.
“Company”: Opteum
Mortgage Acceptance Corporation, or its successor in
interest.
“Compensating Interest”:
With respect to any Distribution Date, an amount equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments
during the related Prepayment Period, but not more than the
Servicing Fees for the immediately preceding Due Period.
“Corporate Trust
Office”: With respect to the Trustee, the principal corporate
trust office of the Trustee at which at any particular time its
corporate trust business related to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 452 Fifth Avenue, New York, New York 10018,
Attention: Corporate Trust Services - Opteum, and with respect to
the Securities Administrator, for Certificate transfer purposes,
Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attn: Corporate Trust Services – Opteum
2005-3, and for all other purposes, 9062 Old Annapolis Road,
Columbia, Maryland, 21045, Attn: Corporate Trust Services –
Opteum 2005-3.
“Corresponding
Certificate”: With respect to:
|
(i)
|
REMIC 2 Regular Interest LT-A1A, the
Class A-1-A Certificates,
|
|
(ii)
|
REMIC 2 Regular Interest LT-A1B, the
Class A-1-B Certificates,
|
|
(iii)
|
REMIC 2 Regular Interest LT-A1C, the
Class A-1-C Certificates,
|
|
(iv)
|
REMIC 2 Regular Interest LT-APT, the
Class A-PT Certificates,
|
|
(v)
|
REMIC 2 Regular Interest LT-A2, the
Class A-2 Certificates,
|
|
(vi)
|
REMIC 2 Regular Interest LT-M1, the
Class M-1 Certificates,
|
|
(vii)
|
REMIC 2 Regular Interest LT-M2, the
Class M-2 Certificates,
|
|
(viii)
|
|
