EXHIBIT 4.1
OPTION ONE MORTGAGE ACCEPTANCE
CORPORATION,
Depositor
OPTION ONE MORTGAGE CORPORATION,
Master Servicer
and
WELLS FARGO BANK, N.A.,
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of November 1,
2005
___________________________
Option One Mortgage Loan Trust
2005-5
Asset-Backed Certificates, Series
2005-5
Table of Contents
ARTICLE I
DEFINITIONS
|
|
SECTION 1.01.
|
Defined Terms
|
|
|
SECTION 1.03.
|
Allocation of Certain Interest
Shortfalls
|
|
|
SECTION 1.04.
|
Rights of the NIMS Insurer
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
|
|
SECTION 2.01.
|
Conveyance of Mortgage Loans
|
|
|
SECTION 2.02.
|
Acceptance by Trustee
|
|
|
SECTION 2.03.
|
Repurchase or Substitution of Mortgage Loans by
the Originator
|
|
|
SECTION 2.04.
|
Intentionally Omitted
|
|
|
SECTION 2.05.
|
Representations, Warranties and Covenants of the
Master Servicer
|
|
|
SECTION 2.06.
|
Representations and Warranties of the
Depositor
|
|
|
SECTION 2.07.
|
Issuance of Certificates
|
|
|
SECTION 2.09.
|
Conveyance of REMIC Regular Interests and
Acceptance of REMIC 2,
|
REMIC 3, REMIC 4, REMIC 5 and REMIC
6 by the Trustee; Issuance of
Certificates
|
|
SECTION 2.10.
|
Negative Covenants of the Trustee and the Master
Servicer
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
|
|
SECTION 3.01.
|
Master Servicer to Act as Master
Servicer
|
|
|
SECTION 3.02.
|
Sub-Servicing Agreements Between Master Servicer
and Sub-Servicers
|
|
|
SECTION 3.03.
|
Successor Sub-Servicers
|
|
|
SECTION 3.04.
|
Liability of the Master Servicer
|
|
|
SECTION 3.05.
|
No Contractual Relationship Between
Sub-Servicers and the NIMS
|
Insurer, the Trustee or
Certificateholders
|
|
SECTION 3.06.
|
Assumption or Termination of Sub-Servicing
Agreements by Trustee
|
|
|
SECTION 3.07.
|
Collection of Certain Mortgage Loan
Payments
|
|
|
SECTION 3.08.
|
Sub-Servicing Accounts
|
|
|
SECTION 3.09.
|
Collection of Taxes, Assessments and Similar
Items; Servicing Accounts
|
|
|
SECTION 3.10.
|
Collection Account and Distribution
Account
|
|
|
SECTION 3.11.
|
Withdrawals from the Collection Account and
Distribution Account
|
|
|
SECTION 3.12.
|
Investment of Funds in the Collection Account
and the Distribution
|
Account
|
|
SECTION 3.14.
|
Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity
|
Coverage
|
|
SECTION 3.15.
|
Enforcement of Due-On-Sale Clauses; Assumption
Agreements
|
|
|
SECTION 3.16.
|
Realization Upon Defaulted Mortgage
Loans
|
|
|
SECTION 3.17.
|
Trustee to Cooperate; Release of Mortgage
Files
|
|
|
SECTION 3.18.
|
Servicing Compensation
|
|
|
SECTION 3.19.
|
Reports to the Trustee; Collection Account
Statements
|
|
|
SECTION 3.20.
|
Statement as to Compliance
|
|
|
SECTION 3.21.
|
Independent Public Accountants' Servicing
Report
|
|
|
SECTION 3.22.
|
Access to Certain Documentation; Filing of
Reports by Trustee
|
|
|
SECTION 3.23.
|
Title, Management and Disposition of REO
Property
|
|
|
SECTION 3.24.
|
Obligations of the Master Servicer in Respect of
Prepayment Interest
|
Shortfalls
|
|
SECTION 3.26.
|
Obligations of the Master Servicer in Respect of
Mortgage Rates and
|
Monthly Payments
|
|
SECTION 3.27.
|
Solicitations
|
|
|
SECTION 3.28.
|
Net WAC Rate Carryover Reserve
Account
|
|
|
SECTION 3.29.
|
Advancing Facility
|
ARTICLE IV
FLOW OF FUNDS
|
|
SECTION 4.01.
|
Distributions
|
|
|
SECTION 4.04.
|
Remittance Reports; Advances
|
|
|
SECTION 4.05.
|
Swap Account
|
|
|
SECTION 4.06.
|
Distributions on the REMIC Regular
Interests
|
|
|
SECTION 4.07.
|
Allocation of Realized Losses
|
|
|
SECTION 4.08.
|
Tax Treatment of Swap Payments and Swap
Termination Payments
|
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 MASTER SERVICER AND THE
DEPOSITOR
|
|
SECTION 6.01.
|
Liability of the Master Servicer and the
Depositor
|
|
|
SECTION 6.02.
|
Merger or Consolidation of, or Assumption of the
Obligations of, the
|
Master Servicer or the
Depositor
|
|
SECTION 6.03.
|
Limitation on Liability of the Master Servicer
and Others
|
|
|
SECTION 6.04.
|
Master Servicer Not to Resign
|
|
|
SECTION 6.05.
|
Delegation of Duties
|
ARTICLE VII
DEFAULT
|
|
SECTION 7.01.
|
Master 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 Master Servicer
Liabilities
|
ARTICLE VIII
THE TRUSTEE
|
|
SECTION 8.01.
|
Duties of Trustee
|
|
|
SECTION 8.02.
|
Certain Matters Affecting the Trustee
|
|
|
SECTION 8.03.
|
Trustee Not Liable for Certificates or Mortgage
Loans
|
|
|
SECTION 8.04.
|
Trustee May Own Certificates
|
|
|
SECTION 8.05.
|
Trustee Fee and Expenses
|
|
|
SECTION 8.06.
|
Eligibility Requirements for Trustee
|
|
|
SECTION 8.07.
|
Resignation or Removal of Trustee
|
|
|
SECTION 8.08.
|
Successor Trustee
|
|
|
SECTION 8.09.
|
Merger or Consolidation of Trustee
|
|
|
SECTION 8.10.
|
Appointment of Co-Trustee or Separate
Trustee
|
|
|
SECTION 8.11.
|
Limitation of Liability
|
|
|
SECTION 8.12.
|
Trustee May Enforce Claims Without Possession of
Certificates
|
|
|
SECTION 8.13.
|
Suits for Enforcement
|
|
|
SECTION 8.14.
|
Waiver of Bond Requirement
|
|
|
SECTION 8.15.
|
Waiver of Inventory, Accounting and Appraisal
Requirement
|
ARTICLE IX
REMIC ADMINISTRATION
|
|
SECTION 9.01.
|
REMIC Administration
|
|
|
SECTION 9.02.
|
Prohibited Transactions and
Activities
|
|
|
SECTION 9.03.
|
Indemnification with Respect to Certain Taxes
and Loss of REMIC Status
|
ARTICLE X
TERMINATION
|
|
SECTION 10.01.
|
Termination
|
|
|
SECTION 10.02.
|
Additional Termination Requirements
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
|
SECTION 11.02.
|
Recordation of Agreement;
Counterparts
|
|
|
SECTION 11.03.
|
Limitation on Rights of
Certificateholders
|
|
|
SECTION 11.04.
|
Governing Law; Jurisdiction
|
|
|
SECTION 11.06.
|
Severability of Provisions
|
|
|
SECTION 11.07.
|
Article and Section References
|
|
|
SECTION 11.08.
|
Notice to the Rating Agencies and the NIMS
Insurer
|
|
|
SECTION 11.09.
|
Further Assurances
|
|
|
SECTION 11.10.
|
Third Party Rights
|
|
|
SECTION 11.11.
|
Benefits of Agreement
|
|
|
SECTION 11.12.
|
Acts of Certificateholders
|
|
|
SECTION 11.13.
|
No Petition
|
EXHIBITS :
|
Exhibit A-1
|
Form of Class A-1 Certificates
|
|
Exhibit A-2
|
Form of Class A-2 Certificates
|
|
Exhibit A-3
|
Form of Class A-3 Certificates
|
|
Exhibit A-4
|
Form of Class A-4 Certificates
|
|
Exhibit A-5
|
Form of Class M-1 Certificates
|
|
Exhibit A-6
|
Form of Class M-2 Certificates
|
|
Exhibit A-7
|
Form of Class M-3 Certificates
|
|
Exhibit A-8
|
Form of Class M-4 Certificates
|
|
Exhibit A-9
|
Form of Class M-5 Certificates
|
|
Exhibit A-10
|
Form of Class M-6 Certificates
|
|
Exhibit A-11
|
Form of Class M-7 Certificates
|
|
Exhibit A-12
|
Form of Class M-8 Certificates
|
|
Exhibit A-13
|
Form of Class M-9 Certificates
|
|
Exhibit A-14
|
Form of Class M-10 Certificates
|
|
Exhibit A-15
|
Form of Class M-11 Certificates
|
|
Exhibit A-16
|
[Reserved]
|
|
Exhibit A-17
|
Form of Class C Certificates
|
|
Exhibit A-18
|
Form of Class P Certificates
|
|
Exhibit A-19
|
Form of Class R Certificates
|
|
Exhibit A-20
|
Form of Class R-X Certificates
|
|
Exhibit B
|
[Reserved]
|
|
Exhibit C
|
Form of Mortgage Loan Purchase
Agreement
|
|
Exhibit D
|
Mortgage Loan Schedule
|
|
Exhibit E
|
Request for Release
|
|
Exhibit F-1
|
Form of Trustee's Initial
Certification
|
|
Exhibit F-2
|
Form of Trustee's Final Certification
|
|
Exhibit F-3
|
Form of Receipt of Mortgage Note
|
|
Exhibit G
|
Loss Mitigation Procedures
|
|
Exhibit H
|
Form of Lost Note Affidavit
|
|
Exhibit I
|
Form of Interest Rate Swap Agreement
|
|
Exhibit J
|
Form of Investment Letter
|
|
Exhibit K
|
Form of Residual Certificates Transfer
Affidavit
|
|
Exhibit L
|
Form of Transferor Certificate
|
|
Exhibit M
|
Form of ERISA Representation Letter
|
|
Exhibit N
|
Form of Swap Administration Agreement
|
|
Exhibit O
|
[Reserved]
|
|
Exhibit P
|
[Reserved]
|
|
Exhibit R-1
|
Form of Certification to Be Provided by the
Depositor with Form 10-K
|
|
Exhibit R-2
|
Form of Certification to Be Provided to
Depositor by the Trustee
|
|
Exhibit S
|
Annual Statement of Compliance
pursuant to Section 3.20
|
|
SCHEDULES
:
|
|
|
Schedule I
|
Prepayment Charge
Schedule
|
This Pooling and Servicing Agreement
is dated as of November 1, 2005 (the “Agreement”),
among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor (the
“Depositor”), OPTION ONE MORTGAGE CORPORATION, as
master servicer (the “Master Servicer”) and WELLS FARGO
BANK, N.A., as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell
pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund created hereunder. The
Certificates will consist of twenty one classes of certificates,
designated as (i) the Class A-1 Certificates, (ii) the Class A-2
Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4
Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2
Certificates, (vii) the Class M-3 Certificates, (viii) the Class
M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class
M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class
M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv) the
Class M-10 Certificates, (xv) the Class M-11 Certificates, (xvi)
the Class C Certificates, (xvii) the Class P Certificates, (xviii)
the Class R Certificates and (xix) the Class R-X
Certificates.
REMIC 1
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the Group I Mortgage Loans, the Group II Mortgage Loans and
certain other related assets subject to this Agreement (but
exclusive of the Net WAC Rate Carryover Reserve Account, the Master
Servicer Prepayment Charge Payment Amounts, the Swap Account and
the Interest Rate Swap Agreement) as a real estate investment
conduit (a “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 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.
|
|
REMIC 1I
Remittance Rate (2)
|
Initial
Uncertificated Balance
|
Latest Possible
Maturity Date (1)
|
|
I
|
Variable
|
$
|
7,008,612.79
|
December 2035
|
|
I-1-A
|
Variable
|
$
|
6,783,921.25
|
December 2035
|
|
I-1-B
|
Variable
|
$
|
6,783,921.25
|
December 2035
|
|
I-2-A
|
Variable
|
$
|
8,439,505.00
|
December 2035
|
|
I-2-B
|
Variable
|
$
|
8,439,505.00
|
December 2035
|
|
I-3-A
|
Variable
|
$
|
10,085,513.75
|
December 2035
|
|
I-3-B
|
Variable
|
$
|
10,085,513.75
|
December 2035
|
|
I-4-A
|
Variable
|
$
|
11,706,357.50
|
December 2035
|
|
I-4-B
|
Variable
|
$
|
11,706,357.50
|
December 2035
|
|
I-5-A
|
Variable
|
$
|
13,286,573.75
|
December 2035
|
|
I-5-B
|
Variable
|
$
|
13,286,573.75
|
December 2035
|
|
I-6-A
|
Variable
|
$
|
14,809,545.00
|
December 2035
|
|
I-6-B
|
Variable
|
$
|
14,809,545.00
|
December 2035
|
|
I-7-A
|
Variable
|
$
|
16,258,708.75
|
December 2035
|
|
I-7-B
|
Variable
|
$
|
16,258,708.75
|
December 2035
|
|
I-8-A
|
Variable
|
$
|
17,617,565.00
|
December 2035
|
|
I-8-B
|
Variable
|
$
|
17,617,565.00
|
December 2035
|
|
I-9-A
|
Variable
|
$
|
18,869,936.25
|
December 2035
|
|
I-9-B
|
Variable
|
$
|
18,869,936.25
|
December 2035
|
|
I-10-A
|
Variable
|
$
|
17,999,492.50
|
December 2035
|
|
I-10-B
|
Variable
|
$
|
17,999,492.50
|
December 2035
|
|
I-11-A
|
Variable
|
$
|
17,168,123.75
|
December 2035
|
|
I-11-B
|
Variable
|
$
|
17,168,123.75
|
December 2035
|
|
I-12-A
|
Variable
|
$
|
16,375,928.75
|
December 2035
|
|
I-12-B
|
Variable
|
$
|
16,375,928.75
|
December 2035
|
|
I-13-A
|
Variable
|
$
|
15,621,038.75
|
December 2035
|
|
I-13-B
|
Variable
|
$
|
15,621,038.75
|
December 2035
|
|
I-14-A
|
Variable
|
$
|
14,901,675.00
|
December 2035
|
|
I-14-B
|
Variable
|
$
|
14,901,675.00
|
December 2035
|
|
I-15-A
|
Variable
|
$
|
14,216,140.00
|
December 2035
|
|
I-15-B
|
Variable
|
$
|
14,216,140.00
|
December 2035
|
|
I-16-A
|
Variable
|
$
|
13,562,751.25
|
December 2035
|
|
I-16-B
|
Variable
|
$
|
13,562,751.25
|
December 2035
|
|
I-17-A
|
Variable
|
$
|
12,940,120.00
|
December 2035
|
|
I-17-B
|
Variable
|
$
|
12,940,120.00
|
December 2035
|
|
I-18-A
|
Variable
|
$
|
12,346,711.25
|
December 2035
|
|
I-18-B
|
Variable
|
$
|
12,346,711.25
|
December 2035
|
|
I-19-A
|
Variable
|
$
|
11,781,126.25
|
December 2035
|
|
I-19-B
|
Variable
|
$
|
11,781,126.25
|
December 2035
|
|
I-20-A
|
Variable
|
$
|
11,242,047.50
|
December 2035
|
|
I-20-B
|
Variable
|
$
|
11,242,047.50
|
December 2035
|
|
I-21-A
|
Variable
|
$
|
33,326,982.50
|
December 2035
|
|
I-21-B
|
Variable
|
$
|
33,326,982.50
|
December 2035
|
|
I-22-A
|
Variable
|
$
|
27,771,971.25
|
December 2035
|
|
I-22-B
|
Variable
|
$
|
27,771,971.25
|
December 2035
|
|
I-23-A
|
Variable
|
$
|
23,182,825.00
|
December 2035
|
|
I-23-B
|
Variable
|
$
|
23,182,825.00
|
December 2035
|
|
I-24-A
|
Variable
|
$
|
19,388,170.00
|
December 2035
|
|
I-24-B
|
Variable
|
$
|
19,388,170.00
|
December 2035
|
|
I-25-A
|
Variable
|
$
|
6,735,630.00
|
December 2035
|
|
I-25-B
|
Variable
|
$
|
6,735,630.00
|
December 2035
|
|
I-26-A
|
Variable
|
$
|
6,367,751.25
|
December 2035
|
|
I-26-B
|
Variable
|
$
|
6,367,751.25
|
December 2035
|
|
I-27-A
|
Variable
|
$
|
6,032,657.50
|
December 2035
|
|
I-27-B
|
Variable
|
$
|
6,032,657.50
|
December 2035
|
|
I-28-A
|
Variable
|
$
|
5,716,256.25
|
December 2035
|
|
I-28-B
|
Variable
|
$
|
5,716,256.25
|
December 2035
|
|
I-29-A
|
Variable
|
$
|
5,417,572.50
|
December 2035
|
|
I-29-B
|
Variable
|
$
|
5,417,572.50
|
December 2035
|
|
I-30-A
|
Variable
|
$
|
5,135,523.75
|
December 2035
|
|
I-30-B
|
Variable
|
$
|
5,135,523.75
|
December 2035
|
|
I-31-A
|
Variable
|
$
|
4,869,146.25
|
December 2035
|
|
I-31-B
|
Variable
|
$
|
4,869,146.25
|
December 2035
|
|
I-32-A
|
Variable
|
$
|
4,617,538.75
|
December 2035
|
|
I-32-B
|
Variable
|
$
|
4,617,538.75
|
December 2035
|
|
I-33-A
|
Variable
|
$
|
4,379,843.75
|
December 2035
|
|
I-33-B
|
Variable
|
$
|
4,379,843.75
|
December 2035
|
|
I-34-A
|
Variable
|
$
|
4,154,852.50
|
December 2035
|
|
I-34-B
|
Variable
|
$
|
4,154,852.50
|
December 2035
|
|
I-35-A
|
Variable
|
$
|
3,942,678.75
|
December 2035
|
|
I-35-B
|
Variable
|
$
|
3,942,678.75
|
December 2035
|
|
I-36-A
|
Variable
|
$
|
3,742,148.75
|
December 2035
|
|
I-36-B
|
Variable
|
$
|
3,742,148.75
|
December 2035
|
|
I-37-A
|
Variable
|
$
|
3,552,596.25
|
December 2035
|
|
I-37-B
|
Variable
|
$
|
3,552,596.25
|
December 2035
|
|
I-38-A
|
Variable
|
$
|
3,373,392.50
|
December 2035
|
|
I-38-B
|
Variable
|
$
|
3,373,392.50
|
December 2035
|
|
I-39-A
|
Variable
|
$
|
3,203,941.25
|
December 2035
|
|
I-39-B
|
Variable
|
$
|
3,203,941.25
|
December 2035
|
|
I-40-A
|
Variable
|
$
|
3,043,691.25
|
December 2035
|
|
I-40-B
|
Variable
|
$
|
3,043,691.25
|
December 2035
|
|
I-41-A
|
Variable
|
$
|
2,892,116.25
|
December 2035
|
|
I-41-B
|
Variable
|
$
|
2,892,116.25
|
December 2035
|
|
I-42-A
|
Variable
|
$
|
2,748,720.00
|
December 2035
|
|
I-42-B
|
Variable
|
$
|
2,748,720.00
|
December 2035
|
|
I-43-A
|
Variable
|
$
|
2,613,041.25
|
December 2035
|
|
I-43-B
|
Variable
|
$
|
2,613,041.25
|
December 2035
|
|
I-44-A
|
Variable
|
$
|
2,484,641.25
|
December 2035
|
|
I-44-B
|
Variable
|
$
|
2,484,641.25
|
December 2035
|
|
I-45-A
|
Variable
|
$
|
54,151,598.75
|
December 2035
|
|
I-45-B
|
Variable
|
$
|
54,151,598.75
|
December 2035
|
|
P
|
Variable
|
$
|
100.00
|
December 2035
|
___________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the third Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC 1 Regular Interest.
|
|
(2)
|
Calculated in accordance with the definition of
“REMIC 1 Remittance 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 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.
|
|
Uncertificated REMIC 1
Pass-Through Rate
(2)
|
Initial Uncertificated
Principal Balance
|
Assumed Final
Maturity Date
(1)
|
|
LTAA
|
Variable
|
$ 1,023,830,255.28
|
December 2035
|
|
LTA1
|
Variable
|
$ 2,279,210.00
|
December 2035
|
|
LTA2
|
Variable
|
$ 2,733,090.00
|
December 2035
|
|
LTA3
|
Variable
|
$ 2,788,280.00
|
December 2035
|
|
LTA4
|
Variable
|
$ 92,390.00
|
December 2035
|
|
LTM1
|
Variable
|
$ 449,240.00
|
December 2035
|
|
LTM2
|
Variable
|
$ 370,880.00
|
December 2035
|
|
LTM3
|
Variable
|
$ 229,840.00
|
December 2035
|
|
LTM4
|
Variable
|
$ 193,280.00
|
December 2035
|
|
LTM5
|
Variable
|
$ 188,050.00
|
December 2035
|
|
LTM6
|
Variable
|
$ 172,380.00
|
December 2035
|
|
LTM7
|
Variable
|
$ 151,490.00
|
December 2035
|
|
LTM8
|
Variable
|
$ 135,820.00
|
December 2035
|
|
LTM9
|
Variable
|
$ 125,370.00
|
December 2035
|
|
LTM10
|
Variable
|
$ 104,470.00
|
December 2035
|
|
LTM11
|
Variable
|
$ 104,470.00
|
December 2035
|
|
LTZZ
|
Variable
|
$ 10,776,235.01
|
December 2035
|
|
LTP
|
Variable
|
$ 100.00
|
December 2035
|
|
LTIO
|
Variable
|
(3)
|
December 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the third
Distribution Date following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“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.
|
|
(3)
|
REMIC 2 Regular Interest LTIO will
not have an Uncertificated Principal Balance, but will accrue
interest on its Uncertificated Notional Amount.
|
REMIC 3
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be
designated as “REMIC 3.” The Class R-3 Interest
represents the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for each Class of Certificates
that represents one or more of the “regular interests”
in REMIC 3 created hereunder:
|
|
|
Original Class
Certificate Principal
Balance
|
Assumed Final
Maturity Date (1)
|
|
Class A-1
|
Variable (2)
|
$ 227,921,000.00
|
December 2035
|
|
Class A-2
|
Variable (2)
|
$ 273,309,000.00
|
December 2035
|
|
Class A-3
|
Variable (2)
|
$ 278,828,000.00
|
December 2035
|
|
Class A-4
|
Variable (2)
|
$ 9,239,000.00
|
December 2035
|
|
Class M-1
|
Variable (2)
|
$ 44,924,000.00
|
December 2035
|
|
Class M-2
|
Variable (2)
|
$ 37,088,000.00
|
December 2035
|
|
Class M-3
|
Variable (2)
|
$ 22,984,000.00
|
December 2035
|
|
Class M-4
|
Variable (2)
|
$ 19,328,000.00
|
December 2035
|
|
Class M-5
|
Variable (2)
|
$ 18,805,000.00
|
December 2035
|
|
Class M-6
|
Variable (2)
|
$ 17,238,000.00
|
December 2035
|
|
Class M-7
|
Variable (2)
|
$ 15,149,000.00
|
December 2035
|
|
Class M-8
|
Variable (2)
|
$ 13,582,000.00
|
December 2035
|
|
Class M-9
|
Variable (2)
|
$ 12,537,000.00
|
December 2035
|
|
Class M-10
|
Variable (2)
|
$ 10,447,000.00
|
December 2035
|
|
Class M-11
|
Variable (2)
|
$ 10,447,000.00
|
December 2035
|
|
Class C Interest
|
Variable (3)
|
$ 32,898,750.29
|
December 2035
|
|
Class P Interest
|
N/A (4)
|
$ 100.00
|
December 2035
|
|
Class SWAP-IO Interest
|
N/A (5)
|
N/A (5)
|
December 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the third
Distribution Date following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each Class of
Certificates that represents one or more of the “regular
interests” in REMIC 3.
|
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
|
(3)
|
The Class C Interest will accrue
interest at its variable Pass-Through Rate on the Notional Amount
of the Class C Interest outstanding from time to time which shall
equal the aggregate of the Uncertificated Principal Balances of the
REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
LTP). The Class C Interest will not accrue interest on its Class
Certificate Principal Balance.
|
|
(4)
|
The Class P Interest will not accrue
interest.
|
|
(5)
|
The Class SWAP-IO Interest will not
have a Pass-Through Rate or a Certificate Principal Balance, but
will be entitled to 100% of amounts distributed on REMIC 2 Regular
Interest LTIO.
|
REMIC 4
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class C Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 4.” The Class R-4 Interest represents the
sole class of “residual interests” in REMIC 4 for
purposes of the REMIC Provisions under federal income tax
law.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for each Class of Certificates
that represents one or more of the “regular interests”
in REMIC 4 created hereunder:
|
|
|
Original Class
Certificate Principal
Balance
|
Assumed Final
Maturity Date (1)
|
|
Class C
|
Variable (2)
|
$ 32,898,750.29
|
December 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the third
Distribution Date following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each Class of
Certificates that represents one or more of the “regular
interests” in REMIC 4.
|
|
(2)
|
The Class C Certificates will
receive 100% of amounts received in respect of the Class C
Interest.
|
REMIC 5
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class P Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC 5.” The Class R-5 Interest represents the
sole class of “residual interests” in REMIC 5 for
purposes of the REMIC Provisions under federal income tax
law.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for each Class of Certificates
that represents one or more of the “regular interests”
in REMIC 5 created hereunder:
|
|
|
Original Class
Certificate Principal
Balance
|
Assumed Final
Maturity Date (1)
|
|
Class P
|
Variable (2)
|
$100.00
|
December 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the third
Distribution Date following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each Class of
Certificates that represents one or more of the “regular
interests” in REMIC 5
|
|
(2)
|
The Class P Certificates will
receive 100% of amounts received in respect of the Class P
Interest
|
REMIC 6
As provided herein, the Trustee
shall make an election to treat the segregated pool of assets
consisting of the Class SWAP-IO Interest as a REMIC for federal
income tax purposes, and such segregated pool of assets will be
designated as “REMIC 6.” The Class R-6 Interest
represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions under federal income
tax law.
The following table sets forth (or
describes) the Class designation, Pass-Through Rate and Original
Class Certificate Principal Balance for each Class of Certificates
that represents one or more of the “regular interests”
in REMIC 6 created hereunder, which will be
uncertificated:
|
|
|
Original Class
Certificate Principal
Balance
|
Assumed Final
Maturity Date (1)
|
|
SWAP-IO
|
Variable (2)
|
N/A
|
December 2035
|
___________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the third
Distribution Date following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for REMIC 6 regular
Interest SWAP-IO
|
|
(2)
|
REMIC 6 Regular Interest SWAP-IO
will receive 100% of amounts received in respect of the Class
SWAP-IO Interest
|
ARTICLE I
DEFINITIONS
|
|
SECTION 1.01.
|
Defined Terms.
|
Whenever used in this Agreement or
in the Preliminary Statement, the following words and phrases,
unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all
calculations in respect of interest on the Class A Certificates and
the Mezzanine Certificates shall be made on the basis of the actual
number of days elapsed on the basis of a 360-day year and all
calculations in respect of interest on the Class C Certificates and
all other calculations of interest described herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.
The Class P Certificates and the Residual Certificates are not
entitled to distributions in respect of interest and, accordingly,
will not accrue interest.
“1933 Act”: The
Securities Act of 1933, as amended.
“Account”: Either of the
Collection Account or Distribution Account.
“Accrual Period”: With
respect to the Class A Certificates and the Mezzanine Certificates
and each Distribution Date, the period commencing on the preceding
Distribution Date (or in the case of the first such Accrual Period,
commencing on the Closing Date) and ending on the day preceding the
current Distribution Date. With respect to the Class C Certificates
and each Distribution Date, the calendar month prior to the month
of such Distribution Date.
“Adjustable Rate Mortgage
Loan”: A first lien Mortgage Loan which provides at any
period during the life of such loan for the adjustment of the
Mortgage Rate payable in respect thereto. The Adjustable Rate
Mortgage Loans are identified as such on the Mortgage Loan
Schedule.
“Adjusted Net Maximum Mortgage
Rate”: With respect to any Distribution Date and any Mortgage
Loan (or the related REO Property) in the Trust Fund as of the
close of business on the last day of the preceding calendar month,
a per annum rate of interest equal to the applicable Maximum
Mortgage Rate for such Mortgage Loan (or the Mortgage Rate in the
case of any Fixed Rate Mortgage Loan) as of the first day of the
month preceding the month in which the Distribution Date occurs
minus the sum of (i) the Trustee Fee Rate and (ii) the Servicing
Fee Rate.
“Adjusted Net Mortgage
Rate”: With respect to any Distribution Date and any Mortgage
Loan (or the related REO Property) in the Trust Fund as of the
close of business on the last day of the preceding prepayment
period, a per annum rate of interest equal to the applicable
Mortgage Rate for such Mortgage Loan as of the first day of the
month preceding the month in which the related Distribution Date
occurs minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.
“Adjustment Date”: With
respect to each Adjustable Rate Mortgage Loan, each adjustment
date, on which the Mortgage Rate of such Mortgage Loan changes
pursuant to the
related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Adjustable
Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”: As to any
Mortgage Loan or REO Property, any advance made by the Master
Servicer in respect of any Distribution Date pursuant to Section
4.04.
“Advancing Facility”: As
defined in Section 3.29 hereof.
“Advancing Person”: As
defined in Section 3.29 hereof.
“Adverse REMIC Event”:
As defined in Section 9.01(f) hereof.
“Affiliate”: With
respect to any Person, any other Person controlling, controlled by
or under common control with such Person. For purposes of this
definition, “control” means the power to direct the
management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or
otherwise and “controlling” and
“controlled” shall have meanings correlative to the
foregoing.
“Agreement”: This
Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
“Allocated Realized Loss
Amount”: With respect to any Distribution Date and the
Mezzanine Certificates, the sum of (i) any Realized Losses
allocated to such Class of Certificates on such Distribution Date
and (ii) the amount of any Allocated Realized Loss Amount for such
Class of Certificates remaining unpaid from the previous
Distribution Date as reduced by an amount equal to the increase in
the related Certificate Principal Balance due to the receipt of
Subsequent Recoveries.
“Assignment”: An
assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form (excepting therefrom, if applicable,
the mortgage recordation information which has not been required
pursuant to Section 2.01 hereof or returned by the applicable
recorder's office and if the assignment has been delivered in
blank, the name of the Assignee), which is sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect or record the sale of the Mortgage.
“Assumed Final Maturity
Date”: As to each Class of Certificates, the date set forth
as such in the Preliminary Statement.
“Available Funds”: With
respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments
received on or prior to the related Determination Date, including
any Subsequent Recoveries, (b) Liquidation Proceeds, Insurance
Proceeds, Principal Prepayments and other unscheduled recoveries of
principal and interest in respect of the Mortgage Loans received
during the related Prepayment Period, (c) the aggregate of any
amounts received in respect of a related REO Property withdrawn
from any REO Account and deposited in the Collection Account for
such Distribution Date, (d) the aggregate of any amounts deposited
in the Collection Account by the Master Servicer in respect of
related Prepayment Interest Shortfalls for such Distribution Date,
(e) the aggregate of any Advances made by the Master Servicer for
such Distribution Date, (f) the aggregate of any related advances
made by the Trustee for such Distribution Date pursuant to Section
7.02, (g)
[reserved] (h) [reserved], (i)
[reserved] and (j) the amount of any Prepayment Charges collected
by the Master Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Master Servicer
Prepayment Charge Payment Amount over (ii) the sum of (a) amounts
reimbursable or payable to the Master Servicer pursuant to Section
3.11(a) or the Trustee pursuant to Section 3.11(b), (b) amounts
deposited in the Collection Account or the Distribution Account
pursuant to clauses (a) through (j) above, as the case may be, in
error, (c) the amount of any Prepayment Charges collected by the
Master Servicer in connection with the full or partial prepayment
of any of the Mortgage Loans and any Master Servicer Prepayment
Charge Payment Amount, (d) the Trustee Fee payable from the
Distribution Account pursuant to Section 8.05, (e) any Net Swap
Payment or Swap Termination Payment owed to the Swap Provider but
excluding any Swap Termination Payment owed to the Swap Provider
resulting from a Swap Provider Trigger Event (after taking into
account any upfront payment received from the counterparty to a
replacement swap agreement) and (f) any indemnification payments or
expense reimbursements made by the Trust Fund pursuant to Section
8.05.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificates”: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the
ownership of which is reflected on the books of the Depository or
on the books of a Person maintaining an account with the Depository
(directly, as a “Depository Participant”, or
indirectly, as an indirect participant in accordance with the rules
of the Depository and as described in Section 5.02 hereof). On the
Closing Date, the Class A Certificates and the Mezzanine
Certificates shall be Book-Entry Certificates.
“Business Day”: Any day
other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of New
York, the State of Maryland, the State of California, the
Commonwealth of Pennsylvania, the State of Florida, the State of
Minnesota or any city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law or executive
order to be closed.
“Certificate”: Any
Regular Certificate or Residual Certificate.
“Certificateholder”: The
Person in whose name a Certificate is registered in the Certificate
Register, except that a Disqualified Organization or non-U.S.
Person shall not be a Holder of a Residual Certificate for any
purpose hereof and, solely for the purposes of giving any consent
pursuant to this Agreement, any Certificate registered in the name
of the Depositor or the Master Servicer or any Affiliate thereof
shall be deemed not to be outstanding and the Voting Rights to
which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise
provided in Section 11.01. The Trustee and the NIMS Insurer may
conclusively rely upon a certificate of the Depositor or the Master
Servicer in determining whether a Certificate is held by an
Affiliate thereof. All references herein to
“Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights
through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee and
the NIMS Insurer shall be required to recognize as a
“Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate Margin”:
With respect to each Class of Adjustable-Rate Certificates and for
purposes of the Marker Rate and the Maximum LTZZ Uncertificated
Interest Deferral Amount, the specified REMIC 2 Regular Interest,
as follows:
|
|
|
|
|
|
|
|
A-1
|
LTA1
|
0.220%
|
0.440%
|
|
A-2
|
LTA2
|
0.090%
|
0.180%
|
|
A-3
|
LTA3
|
0.210%
|
0.420%
|
|
A-4
|
LTA4
|
0.340%
|
0.680%
|
|
M-1
|
LTM1
|
0.390%
|
0.585%
|
|
M-2
|
LTM2
|
0.420%
|
0.630%
|
|
M-3
|
LTM3
|
0.440%
|
0.660%
|
|
M-4
|
LTM4
|
0.580%
|
0.870%
|
|
M-5
|
LTM5
|
0.630%
|
0.945%
|
|
M-6
|
LTM6
|
0.670%
|
1.005%
|
|
M-7
|
LTM7
|
1.250%
|
1.875%
|
|
M-8
|
LTM8
|
1.550%
|
2.325%
|
|
M-9
|
LTM9
|
2.200%
|
3.300%
|
|
M-10
|
LTM10
|
2.250%
|
3.375%
|
|
M-11
|
LTM11
|
2.250%
|
3.375%
|
___________________
|
(1)
|
For each other Accrual
Period.
|
|
(2)
|
For the Accrual Period for each
Distribution Date on or prior to the Optional Termination
Date.
|
“Certificate Owner”:
With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate Principal
Balance”: With respect to any Class of Regular Certificates
(other than the Class C Certificates) immediately prior to any
Distribution Date, will be equal to the Initial Certificate
Principal Balance thereof (A) increased, in the case of a Mezzanine
Certificate by the amount of any Subsequent Recoveries added to the
Certificate Principal Balance of such Class pursuant to Section
4.01, (B) reduced by the sum of all amounts actually distributed in
respect of principal of such Class and (C) further reduced, in the
case of a Mezzanine Certificate by Realized Losses allocated
thereto on all prior Distribution Dates. With respect to the Class
C Certificates as of any date of determination, an amount equal to
the excess, if any, of (A) the then aggregate Uncertificated
Principal Balance of the REMIC 2 Regular Interests over (B) the
then aggregate Certificate Principal Balances of the Class A
Certificates, the Mezzanine Certificates and the Class P
Certificates then outstanding.
“Certificate Register”
and “Certificate Registrar”: The register maintained
and registrar appointed pursuant to Section 5.02 hereof.
“Class”: Collectively,
Certificates which have the same priority of payment and bear the
same class designation and the form of which is identical except
for variation in the Percentage Interest evidenced
thereby.
“Class A
Certificateholder”: Any Holder of a Class A
Certificate.
“Class A Certificates”:
Any Class A-1 Certificate, Class A-2 Certificate, Class A-3
Certificate or Class A-4 Certificate.
“Class A Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the Group I Principal Distribution Amount and (ii)
the Group II Principal Distribution Amount.
“Class A-1 Certificate”:
Any one of the Class A-1 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class A-2 Certificate”:
Any one of the Class A-2 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class A-3 Certificate”:
Any one of the Class A-3 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class A-4 Certificate”:
Any one of the Class A-4 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class C Certificate”:
Any one of the Class C Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-17,
representing (i) a Regular Interest in REMIC 4, (ii) the obligation
to pay Net WAC Rate Carryover Amounts and Swap Termination Payments
and (iii) the right to receive the Class IO Distribution
Amount.
“Class C Interest”: An
uncertificated interest in the Trust held by the Trustee on behalf
of the Holders of the Class C Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC
Provisions.
“Class IO Distribution
Amount”: As defined in Section 4.05 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Swap Administrator on such
Distribution Date in excess of the amount payable on the Class
Swap-IO Interest on such Distribution Date, all as further provided
in Section 4.05 hereof.
“Class Swap-IO
Interest”: An uncertificated interest in the Trust Fund
evidencing a Regular Interest in REMIC 3.
“Class M-1 Certificate”:
Any one of the Class M-1 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form
annexed hereto as Exhibit A-5,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-1 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date) and (ii) the Certificate Principal Balance
of the Class M-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
59.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the positive difference, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class M-2 Certificate”:
Any one of the Class M-2 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-2 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 66.80% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization
Floor.
“Class M-3 Certificate”:
Any one of the Class M-3 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-3 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date) and
(iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 71.20% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization
Floor.
“Class M-4 Certificate”:
Any one of the Class M-4 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-4 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv)
the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the
Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 74.90% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the positive
difference, if any, of the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus the Overcollateralization
Floor.
“Class M-5 Certificate”:
Any one of the Class M-5 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-5 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv)
the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date) and (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
78.50% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the positive difference, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class M-6 Certificate”:
Any one of the Class M-6 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-10,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-6 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv)
the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date) and (vii) the Certificate Principal Balance of
the Class M-6 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 81.80% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class M-7 Certificate”:
Any one of the Class M-7 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-7 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv)
the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 84.70% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization
Floor.
“Class M-8 Certificate”:
Any one of the Class M-8 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-8 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after
taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the payment of the Class
M-3 Principal Distribution Amount on such Distribution Date), (v)
the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the
Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the
Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 87.30% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the positive
difference, if any, of the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) minus the Overcollateralization
Floor.
“Class M-9 Certificate”:
Any one of the Class M-9 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13,
representing (i) a Regular Interest in REMIC 3, (ii) the right to
receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class M-9 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv)
the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix)
the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date) and (x) the
Certificate Principal Balance of the Class M-9
Certificates
immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
89.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the positive difference, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class M-10
Certificate”: Any one of the Class M-10 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-14, representing (i) a Regular Interest in REMIC 3, (ii) the
right to receive the Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO Distribution Amount.
“Class M-10 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv)
the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix)
the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the payment of the Class M-9 Principal Distribution Amount
on such Distribution Date) and (xi) the Certificate Principal
Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
91.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the positive difference, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class M-11
Certificate”: Any one of the Class M-11 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit
A-15, representing (i) a Regular Interest in REMIC 3, (ii) the
right to receive the Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO Distribution Amount.
“Class M-11 Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of
the Class M-1 Certificates (after taking into account the payment
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class
M-2 Principal Distribution Amount on such Distribution Date), (iv)
the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix)
the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the payment of the Class M-9 Principal Distribution Amount
on such Distribution Date), (xi) the Certificate Principal Balance
of the Class M-10 Certificates (after taking into account the
payment of the Class M-10 Principal Distribution Amount on such
Distribution Date) and (xi) the Certificate Principal Balance of
the Class M-11 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 93.70% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization
Floor.
“Class P Certificate”:
Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-19,
representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 5.
“Class P Interest”: An
uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a
Regular Interest in REMIC 3 for purposes of the REMIC
Provisions.
“Class R Certificate”:
The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-19 and evidencing the ownership of
the Class R-1 Interest, the Class R-2 Interest and the Class R-3
Interest.
“Class R-X Certificate”:
The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-20 and
evidencing the ownership of the Class R-4 Interest, the Class R-5
Interest and the Class R-6 Interest.
“Class R-1 Interest”:
The uncertificated Residual Interest in REMIC 1.
“Class R-2 Interest”:
The uncertificated Residual Interest in REMIC 2.
“Class R-3 Interest”:
The uncertificated Residual Interest in REMIC 3.
“Class R-4 Interest”:
The uncertificated Residual Interest in REMIC 4.
“Class R-5 Interest”:
The uncertificated Residual Interest in REMIC 5.
“Class R-6 Interest”:
The uncertificated Residual Interest in REMIC 6.
“Close of Business”: As
used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing Date”: November
10, 2005.
“Code”: The Internal
Revenue Code of 1986, as amended.
“Collection Account”:
The segregated account or accounts created and maintained by the
Master Servicer pursuant to Section 3.10(a), which shall be
entitled “Wells Fargo Bank, N.A., as Trustee, in trust for
registered Holders of Option One Mortgage Loan Trust 2005-5,
Asset-Backed Certificates, Series 2005-5,” which must be an
Eligible Account.
“Compensating Interest”:
As defined in Section 3.24 hereof.
“Convertible Mortgage
Loan”: Any Adjustable-Rate Mortgage Loan which allows the
Mortgagor thereunder to convert the Mortgage Rate thereon to a
fixed Mortgage Rate.
“Corporate Trust
Office”: The principal corporate trust office of the Trustee
at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office
at the date of the execution of this instrument is located at Sixth
and Marquette, Minneapolis, Minnesota 55479-0113, Attention: Option
One Series 2005-5, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicer, the Originator and the
Seller.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest
set forth below, the corresponding Regular Certificate set forth in
the table below:
|
|
|
|
LTA1
|
Class A-1
AAA
|
|
LTA2
|
Class A-2
|
|
LTA3
|
Class A-3
|
|
LTA4
|
Class A-4
|
|
LTM1
|
Class M-1
|
|
LTM2
|
Class M-2
|
|
LTM3
|
Class M-3
|
|
LTM4
|
Class M-4
|
|
LTM5
|
Class M-5
|
|
LTM6
|
Class M-6
|
|
LTM7
|
Class M-7
|
|
LTM8
|
Class M-8
|
|
LTM9
|
Class M-9
|
|
LTM10
|
Class M-10
|
|
LTM11
|
Class M-11
|
|
LTP
|
Class P
|
“Custodian”: Wells Fargo
Bank, N.A., as custodian of the Mortgage Files, and any successor
thereto.
“Cut-off Date”: November
1, 2005.
“Cut-off Date Principal
Balance”: With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the Cut-off Date, as applicable (or
as of the applicable date of substitution with respect to a
Qualified Substitute Mortgage Loan), after application of scheduled
payments due thereon, whether or not received.
“Debt Service
Reduction”: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction resulting from a Deficient
Valuation.
“Deficient Valuation”:
With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan, which valuation results from a proceeding initiated
under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.02(c)
hereof.
“Deleted Mortgage Loan”:
A Mortgage Loan replaced or to be replaced by one or more Qualified
Substitute Mortgage Loans.
“Delinquency Master Servicer
Termination Trigger”: A Delinquency Master Servicer
Termination Trigger will have occurred with respect to the
Certificates on a Distribution Date if the Three Month Rolling
Delinquency Percentage for the Mortgage Loans exceeds
18.00%.
“Delinquency
Percentage”: For any Distribution Date, the percentage
obtained by dividing (x) the aggregate Stated Principal Balance of
Mortgage Loans Delinquent 60 days or more by (y) the aggregate
Stated Principal Balance of the Mortgage Loans, in each case, as of
the last day of the previous calendar month.
“Delinquent”: Any
Mortgage Loan, the Monthly Payment due on a Due Date which is not
made by the Close of Business on the next scheduled Due Date for
such Mortgage Loan. For example, a Mortgage Loan is 60 or more days
Delinquent if the Monthly Payment due on a Due Date is not made by
the Close of Business on the second scheduled Due Date after such
Due Date.
“Depositor”: Option One
Mortgage Acceptance Corporation, a Delaware corporation, or any
successor in interest.
“Depository”: The
initial Depository shall be The Depository Trust Company and upon
request, Clearstream Banking Luxembourg and the Euroclear System,
whose nominee is Cede & Co., or any other organization
registered as a “clearing agency” pursuant to Section
17A of the Securities Exchange Act of 1934, as amended. The
Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a
“clearing corporation” as defined in Section 8-102(3)
of the Uniform Commercial Code of the State of New York.
“Depository
Participant”: A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited
with the Depository.
“Determination Date”:
With respect to any Distribution Date, the 15th day of the calendar
month in which such Distribution Date occurs or, if such 15th day
is not a Business Day, the Business Day immediately preceding such
15th day.
“Directly Operate”: With
respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
the REMIC other than through an Independent Contractor; provided,
however, that the Trustee (or the Master Servicer on behalf of the
Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Master Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or
makes decisions as to repairs or capital expenditures with respect
to such REO Property.
“Disqualified
Organization”: A “disqualified organization”
under Section 860E of the Code, which as of the Closing Date is any
of: (i) the United States, any state or political
subdivision thereof, any foreign
government, any international organization, or any agency or
instrumentality of any of the foregoing, (ii) any organization
(other than certain farmers cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by
Section 511 of the Code, (iii) any organization described in
Section 1381(a)(2)(C) of the Code, (iv) an “electing large
partnership” within the meaning of Section 775 of the Code or
(v) any other Person so designated by the Trustee based upon an
Opinion of Counsel provided by nationally recognized counsel to the
Trustee that the holding of an ownership interest in a Residual
Certificate by such Person may cause any REMIC formed hereunder or
any Person having an ownership interest in any Class of
Certificates (other than such Person) to incur liability for any
federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in the
Residual Certificate to such Person. A corporation will not be
treated as an instrumentality of the United States or of any state
or political subdivision thereof, if all of its activities are
subject to tax and, a majority of its board of directors is not
selected by a governmental unit. The term “United
States”, “state” and “international
organizations” shall have the meanings set forth in Section
7701 of the Code.
“Distribution Account”:
The segregated trust account or accounts created and maintained by
the Trustee pursuant to Section 3.10(b) which shall be entitled
“Distribution Account, Wells Fargo Bank, N.A., as Trustee, in
trust for the registered Certificateholders of Option One Mortgage
Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5”
and which must be an Eligible Account.
“Distribution Date”: The
25 th day of any calendar month, or if such 25
th day is not a Business Day, the Business Day
immediately following such 25 th day, commencing in
December 2005.
“Due Date”: With respect
to each Mortgage Loan and any Distribution Date, the first day of
the calendar month in which such Distribution Date occurs on which
the Monthly Payment for such Mortgage Loan was due (or, in the case
of any Mortgage Loan under the terms of which the Monthly Payment
for such Mortgage Loan was due on a day other than the first day of
the calendar month in which such Distribution Date occurs, the day
during the related Due Period on which such Monthly Payment was
due), exclusive of any days of grace.
“Due Period”: With
respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such
Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.
“Eligible Account”: Any
of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term
unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal
subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated P-1 by Moody's, F-1
by Fitch and A-1+ by S&P (or comparable ratings if
Moody’s, Fitch and S&P are not the Rating Agencies) at
the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC (to
the limits established by such corporation), the uninsured deposits
in which account are otherwise secured such that, as evidenced by
an Opinion of Counsel delivered to the NIMS Insurer, the Trustee
and to each Rating Agency, the Certificateholders will have a claim
with
respect to the funds in such account
or a perfected first priority security interest against such
collateral (which shall be limited to Permitted Investments)
securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which
such account is maintained, (iii) a trust account or accounts
maintained with the trust department of a federal or state
chartered depository institution, national banking association or
trust company acting in its fiduciary capacity or (iv) an account
otherwise acceptable to each Rating Agency without reduction or
withdrawal of their then current ratings of the Certificates as
evidenced by a letter from each Rating Agency to the Trustee and
the NIMS Insurer. Eligible Accounts may bear interest.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended.
“Escrow Payments”: The
amounts constituting ground rents, taxes, assessments, water rates,
fire and hazard insurance premiums and other payments required to
be escrowed by the Mortgagor with the mortgagee pursuant to any
Mortgage Loan.
“Estate in Real
Property”: A fee simple estate in a parcel of real
property.
“Excess Overcollateralized
Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if
any, of (i) the Overcollateralized Amount for such Distribution
Date, assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on such Distribution Date over (ii)
the Overcollateralization Target Amount for such Distribution
Date.
“Extra Principal Distribution
Amount”: With respect to any Distribution Date, the lesser of
(x) the Monthly Interest Distributable Amount payable on the Class
C Certificates on such Distribution Date as reduced by Realized
Losses allocated thereto with respect to such Distribution Date
pursuant to Section 4.08 and (y) the Overcollateralization
Deficiency Amount for such Distribution Date.
“Fannie Mae”: Federal
National Mortgage Association or any successor thereto.
“FDIC”: Federal Deposit
Insurance Corporation or any successor thereto.
“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Originator or the Master Servicer pursuant to or
as contemplated by Section 2.03 or 10.01), a determination made by
the Master Servicer that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which the Master
Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered. The
Master Servicer shall maintain records, prepared by a Servicing
Officer, of each Final Recovery Determination made
thereby.
“Fitch”: Fitch Ratings,
or its successor in interest.
“Fixed Rate Mortgage
Loan”: A first or second lien Mortgage Loan which provides
for a fixed Mortgage Rate payable with respect thereto. The Fixed
Rate Mortgage Loans are identified as such on the Mortgage Loan
Schedule.
“Fixed Swap Payment”:
With respect to any Distribution Date, the amount calculated based
on a fixed rate as set forth in the Interest Rate Swap
Agreement.
“Floating Swap Payment”:
With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Notional Amount (as
defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a
fraction, the numerator of which is the actual number of days
elapsed from and including the previous Floating Rate Payer Payment
Date (as defined in the Interest Rate Swap Agreement) to but
excluding the current Floating Rate Payer Payment Date (or, for the
first Floating Rate Payer Payment Date, the actual number of days
elapsed from the Closing Date to but excluding the first Floating
Rate Payer Payment Date), and the denominator of which is
360.
“Formula Rate”: For any
Distribution Date and any Class of the Class A Certificates and the
Mezzanine Certificates, the lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the applicable Maximum Cap
Rate.
“Freddie Mac”: The
Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Gross Margin”: With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Index
on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such Mortgage
Loan.
“Group I Allocation
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (i)
the Group I Principal Remittance Amount for such Distribution Date,
and the denominator of which is (ii) the Principal Remittance
Amount for such Distribution Date.
“Group I Basic Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (i) the Group I Principal Remittance Amount for such
Distribution Date over (ii) the Overcollateralization Release
Amount, if any, for such Distribution Date multiplied by the Group
I Allocation Percentage.
“Group I Certificates”:
The Class A-1 Certificates.
“Group I Interest Remittance
Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to
interest received or advanced with respect to the Group I Mortgage
Loans minus a pro rata portion (based on the Certificate
Principal Balance of the Group I Certificates divided by the
aggregate Certificate Principal Balance of the Class A
Certificates) of the sum of any Net Swap Payment owed to the Swap
Provider on that Distribution Date and any Swap Termination Payment
or unpaid portion thereof owed to the Swap Provider on that
Distribution Date (other than a Swap Termination Payment resulting
from a Swap Provider Trigger Event).
“Group I Mortgage Loan”:
A Mortgage Loan assigned to Loan Group I with a principal balance
that conforms to Fannie Mae and Freddie Mac guidelines. The
aggregate principal balance of the Group I Mortgage Loans as of the
Cut-off Date is equal to $300,070,499.69.
“Group I Overcollateralization
Floor”: With respect to the Group I Certificates,
$1,500,352.
“Group I Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the Group I Basic Principal Distribution Amount for
such Distribution Date and (ii) the Extra Principal Distribution
Amount for such Distribution Date multiplied by the Group I
Allocation Percentage.
“Group I Principal Remittance
Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on
the Group I Mortgage Loans by the Master Servicer that were due
during the related Due Period, (ii) the principal portion of all
partial and full principal prepayments of the Group I Mortgage
Loans received by the Master Servicer during the related Prepayment
Period, (iii) the principal portion of all related Net Liquidation
Proceeds, Subsequent Recoveries and Insurance Proceeds received
during such Prepayment Period with respect to the Group I Mortgage
Loans, (iv) that portion of the Purchase Price, representing
principal of any repurchased Group I Mortgage Loan, deposited to
the Collection Account during such Prepayment Period, (v) the
principal portion of any related Substitution Adjustments deposited
in the Collection Account during such Prepayment Period with
respect to the Group I Mortgage Loans and (vi) on the Distribution
Date on which the Trust Fund is to be terminated pursuant to
Section 10.01, that portion of the Termination Price, in respect of
principal on the Group I Mortgage Loans.
“Group I Senior Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the aggregate Certificate Principal Balance of
the Group I Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 51.10% and (ii)
the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, of the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Group I Overcollateralization Floor.
“Group II Allocation
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (i)
the Group II Principal Remittance Amount for such Distribution
Date, and the denominator of which is (ii) the Principal Remittance
Amount for such Distribution Date.
“Group II Basic Principal
Distribution Amount”: With respect to any Distribution Date,
the excess of (i) the Group II Principal Remittance Amount for such
Distribution Date over (ii) the Overcollateralization Release
Amount, if any, for such Distribution Date multiplied by the Group
II Allocation Percentage.
“Group II Certificates”:
The Class A-2 Certificates, the Class A-3 Certificates and the
Class A-4 Certificates.
“Group II Interest Remittance
Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to
interest received or advanced with respect to the Group II Mortgage
Loans minus a pro rata portion (based on the aggregate Certificate
Principal Balance of the Group II Certificates divided by the
aggregate Certificate Principal Balance of the Class A
Certificates) of the sum of any Net Swap Payment owed to the Swap
Provider on that Distribution Date and any Swap Termination Payment
or unpaid portion thereof owed to the Swap Provider on that
Distribution Date (other than a Swap Termination Payment resulting
from a Swap Provider Trigger Event).
“Group II Mortgage
Loan”: A Mortgage Loan assigned to Loan Group II with a
principal balance that may or may not conform to Fannie Mae and
Freddie Mac guidelines. The aggregate principal balance of the
Group II Mortgage Loans as of the Cut-off Date is equal to
$744,654,350.60.
“Group II
Overcollateralization Floor”: With respect to the Group II
Certificates, $3,723,272.
“Group II Principal
Distribution Amount”: With respect to any Distribution Date,
the sum of (i) the Group II Basic Principal Distribution Amount for
such Distribution Date and (ii) the Extra Principal Distribution
Amount for such Distribution Date multiplied by the Group II
Allocation Percentage.
“Group II Principal Remittance
Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on
the Group II Mortgage Loans by the Master Servicer that were due
during the related Due Period, (ii) the principal portion of all
partial and full principal prepayments of the Group II Mortgage
Loans received by the Master Servicer during the related Prepayment
Period, (iii) the principal portion of all related Net Liquidation
Proceeds, Subsequent Recoveries and Insurance Proceeds received
during such Prepayment Period with respect to the Group II Mortgage
Loans, (iv) that portion of the Purchase Price, representing
principal of any repurchased Group II Mortgage Loan, deposited to
the Collection Account during such Prepayment Period, (v) the
principal portion of any related Substitution Adjustments deposited
in the Collection Account during such Prepayment Period with
respect to the Group II Mortgage Loans and (vi) on the Distribution
Date on which the Trust Fund is to be terminated pursuant to
Section 10.01, that portion of the Termination Price, in respect of
principal on the Group II Mortgage Loans.
“Group II Senior Principal
Distribution Amount”: An amount, not less than zero, equal to
the excess of (x) the Certificate Principal Balance of the Group II
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 51.10% and (ii) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the positive difference, if any, of the aggregate Stated Principal
Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the Group II
Overcollateralization Floor.
“Highest Priority”: As
of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than
zero, with the highest priority for payments pursuant to Section
4.01, in the following order: Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10 and Class M-11 Certificates.
“Holder”: See
“Certificateholder.”
“Independent”: When used
with respect to any specified Person, any such Person who (a) is in
fact independent of the Depositor, the Master Servicer and their
respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the
Depositor or the Master Servicer or any Affiliate thereof, and (c)
is not connected with the Depositor or the Master Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions;
provided , however , that a Person shall not fail to
be Independent of the Depositor or the Master Servicer or any
Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any class of securities issued by the
Depositor or the Master Servicer or any Affiliate thereof, as the
case may be.
“Independent
Contractor”: Either (i) any Person (other than the Master
Servicer) that would be an “independent contractor”
with respect to any of the REMICs created hereunder within the
meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth
in that section shall be considered to be met by any Person that
owns, directly or indirectly, 35% or more of any Class of
Certificates), so long as each such REMIC does not receive or
derive any income from such Person and provided that the
relationship between such Person and such REMIC is at arm's length,
all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Master
Servicer) if the Trustee has received an Opinion of Counsel to the
effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as
“foreclosure property” within the meaning of Section
860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause
any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property.
“Indenture”: An
indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or Residual Certificates
(or any portion thereof) which may or may not be guaranteed by the
NIMS Insurer.
“Index”: With respect to
each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial Certificate Principal
Balance”: With respect to any Regular Certificate, the amount
designated “Initial Certificate Principal Balance” on
the face thereof.
“Insurance Proceeds”:
Proceeds of any title policy, hazard policy or other insurance
policy covering a Mortgage Loan, to the extent such proceeds are
received by the Master Servicer and are not to be applied to the
restoration of the related Mortgaged Property or
released to the Mortgagor in
accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note
and Mortgage.
“Interest Determination
Date”: With respect to the Class A Certificates and the
Mezzanine Certificates and each related Accrual Period, the second
LIBOR Business Day preceding the commencement of such Accrual
Period.
“Interest Rate Swap
Agreement”: The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of November 10, 2005
(together with the schedule thereto, the Master Agreement) between
the Swap Provider and the Trustee (in its capacity as Supplemental
Interest Trust Trustee) and a confirmation of the same date, which
supplements and forms part of the Master Agreement.
“Late Collections”: With
respect to any Mortgage Loan, all amounts received subsequent to
the Determination Date immediately following any related Due
Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries or
otherwise, which represent late payments or collections of
principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but
delinquent on a contractual basis for such Due Period and not
previously recovered.
“LIBOR”: With respect to
each Accrual Period for the Class A Certificates and the Mezzanine
Certificates, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the London interbank
offered rate for one-month United States dollar deposits, as such
rate appears on the Telerate Page 3750, as of 11:00 a.m. (London
time) on such Interest Determination Date. If such rate does not
appear on Telerate Page 3750, the rate for such Interest
Determination Date will be determined on the basis of the offered
rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. The Trustee will request the principal London
office of each of the Reference Banks to provide a quotation of its
rate. On such Interest Determination Date, LIBOR for the related
Accrual Period for the Class A Certificates and the Mezzanine
Certificates will be established by the Trustee as
follows:
(i) If
on such Interest Determination Date two or more Reference Banks
provide such offered quotations, LIBOR for the related Accrual
Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of 1/16
of 1%); and
(ii) If
on such Interest Determination Date fewer than two Reference Banks
provide such offered quotations, LIBOR for the related Accrual
Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest
Rate.
Notwithstanding the foregoing, LIBOR
for the Class A and Mezzanine Certificates for the first Accrual
Period will be 4.185%.
“LIBOR Business Day”:
Any day on which banks in London, England and The City of New York
are open and conducting transactions in foreign currency and
exchange.
“Liquidated Mortgage
Loan”: As to any Distribution Date, any Mortgage Loan in
respect of which the Master Servicer has determined, in accordance
with the servicing procedures specified herein, as of the end of
the related Prepayment Period, that all Liquidation Proceeds which
it expects to recover with respect to the liquidation of the
Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation Event”:
With respect to any Mortgage Loan, any of the following events: (i)
such Mortgage Loan is paid in full, (ii) a Final Recovery
Determination is made as to such Mortgage Loan or (iii) such
Mortgage Loan is removed from the Trust Fund by reason of its being
purchased, sold or replaced pursuant to or as contemplated by
Section 2.03 or Section 10.01. With respect to any REO Property,
either of the following events: (i) a Final Recovery Determination
is made as to such REO Property or (ii) such REO Property is
removed from the Trust Fund by reason of its being sold or
purchased pursuant to Section 3.23 or Section 10.01.
“Liquidation Proceeds”:
The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Master
Servicer in connection with (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan by
means of a trustee's sale, foreclosure sale or otherwise or (iii)
the repurchase, substitution or sale of a Mortgage Loan or an REO
Property pursuant to or as contemplated by Section 2.03, Section
3.23 or Section 10.01.
“Loan-to-Value Ratio”:
As of any date and as to any Mortgage Loan, the fraction, expressed
as a percentage, the numerator of which is the Principal Balance of
the Mortgage Loan (and, with respect to any second lien Mortgage
Loan, the Principal Balance of the related first lien Mortgage Loan
plus the Principal Balance of such second lien Mortgage Loan), and
the denominator of which is the Value of the related Mortgaged
Property.
“Loan Group”: Either
Loan Group I or Loan Group II, as the context requires.
“Loan Group I”: The
group of Mortgage Loans with principal balances that conform to
Fannie Mae and Freddie Mac guidelines identified in the Mortgage
Loan Schedule as having been assigned to Loan Group I.
“Loan Group II”: The
group of Mortgage Loans with principal balances that may or may not
conform to Fannie Mae and Freddie Mac guidelines identified in the
Mortgage Loan Schedule as having been assigned to Loan Group
II.
“Losses”: As defined in
Section 9.03.
“Loss Mitigation
Procedures”: The policies and procedures set forth in Exhibit
G hereto relating to the realization on delinquent Mortgage
Loans.
“Lost Note Affidavit”:
With respect to any Mortgage Loan as to which the original Mortgage
Note has been permanently lost, misplaced or destroyed and has not
been replaced, an affidavit from the Originator certifying that the
original Mortgage Note has been lost, misplaced or destroyed
(together with a copy of the related Mortgage Note) and
indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing
at least 51% of the Voting Rights.
“Marker Rate”: With
respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates for REMIC 2 Regular
Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular
Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular
Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
Interest LTM11 and REMIC 2 Regular Interest LTZZ, with the rates on
such REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
LTZZ) subject to a cap equal to lesser of (i) LIBOR plus the
related Certificate Margin and (ii) the Net WAC Rate for the
purpose of this calculation; and with the rate on REMIC 2 Regular
Interest LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, that for this purpose, calculations
of the Uncertificated REMIC 2 Pass-Through Rate and the related
caps with respect to each such REMIC 2 Regular Interest shall be
multiplied by a fraction, the numerator of which is the actual
number of days in the Accrual Period and the denominator of which
is 30.
“Master Servicer”:
Option One Mortgage Corporation, a California corporation, or any
successor servicer appointed as herein provided, in its capacity as
Master Servicer hereunder.
“Master Servicer
Affiliate”: A Person (i) controlling, controlled by or under
common control with the Master Servicer or which is 50% or more
owned by the Master Servicer and (ii) which is qualified to service
residential mortgage loans.
“Master Servicer Event of
Termination”: One or more of the events described in Section
7.01.
“Master Servicer Optional
Purchase Delinquency Trigger”: A Master Servicer Optional
Purchase Delinquency Trigger has occurred with respect to a
Distribution Date if the Delinquency Percentage exceeds 28.00% of
the Senior Credit Enhancement Percentage.
“Master Servicer Prepayment
Charge Payment Amount”: The amounts payable by the Master
Servicer in respect of any Prepayment Charges pursuant to Section
2.05 or Section 3.01.
“Master Servicer Remittance
Date”: With respect to any Distribution Date, the Business
Day prior to such Distribution Date.
“Maximum Cap Rate”: For
any Distribution Date, a per annum rate equal to the sum of (i) the
product of (x) the weighted average of the Adjusted Net Maximum
Mortgage Rates of the Mortgage Loans and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual
number of days elapsed in the related Accrual Period and (ii) an
amount, expressed as a percentage, equal to a fraction, the
numerator of which is equal to the Net Swap Payment made by the
Swap Provider and the denominator of which is equal to
the
aggregate Stated Principal Balance
of the Mortgage Loans, multiplied by 12 minus (a) an amount,
expressed as a percentage, equal to the product of (i) the Net Swap
Payment, if any, paid by the Trust for such Distribution Date
divided by the aggregate Stated Principal Balance of the Mortgage
Loans and (ii) 12 and (b) an amount, expressed as a percentage,
equal to the product of (x) the Swap Termination Payment, if any,
due from the Trust (other than any Swap Termination Payment
resulting from a Swap Provider Trigger Event) for such Distribution
Date divided by the aggregate Stated Principal Balance of the
Mortgage Loans and (y) 12.
“Maximum LTZZ Uncertificated
Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1
Regular Interest LTZZ for such Distribution Date on a balance equal
to the Uncertificated Principal Balance of REMIC 1 Regular Interest
LTZZ minus the REMIC 2 Overcollateralization Amount, in each case
for such Distribution Date, over (ii) Uncertificated Interest on
REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC
2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2
Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2
Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2
Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2
Regular Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2
Regular Interest LTM11 for such Distribution Date, with the rate on
each such REMIC 1 Regular Interest subject to a cap equal to the
lesser of (i) LIBOR plus the related Certificate Margin and (ii)
the related Net WAC Rate provided, however, that solely for this
purpose, calculations of the Uncertificated REMIC 1 Pass-Through
Rate and the related caps with respect to each such REMIC 1 Regular
Interest shall be multiplied by a fraction, the numerator of which
is the actual number of days in the Accrual Period and the
denominator of which is 30.
“Maximum Mortgage Rate”:
With respect to each Adjustable Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“Mezzanine Certificate”:
Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificates, Class
M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates,
Class M-9 Certificates, Class M-10 Certificates or the Class M-11
Certificates.
“Minimum Mortgage Rate”:
With respect to each Adjustable Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“Monthly Interest
Distributable Amount”: With respect to the Class A
Certificates, the Mezzanine Certificates, the Class C Certificates
and any Distribution Date the amount of interest accrued during the
related Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance (or Notional Amount in the case of
the Class C Certificates) of such Class immediately prior to such
Distribution Date, reduced by any Net Prepayment Interest
Shortfalls and Relief Act Interest Shortfalls as allocated to such
Certificate as provided in Section 1.03 and based on its respective
entitlements to interest irrespective of any Net Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution Date).
“Monthly Payment”: With
respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by
the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act;
(b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.01; and (c) on the
assumption that all other amounts, if any, due under such Mortgage
Loan are paid when due.
“Moody's”: Moody's
Investors Service, Inc. or its successor in interest.
“Mortgage”: The
mortgage, deed of trust or other instrument creating a first lien
or second lien on, or first or second priority security interest
in, a Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The
mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to
be added to the Mortgage File pursuant to this
Agreement.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01, Section 2.03(d) or Section 2.08 as from time to time
held as a part of the Trust Fund, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.
“Mortgage Loan Purchase
Agreement”: The agreement among the Master Servicer, in its
capacity as Originator, the Sellers and the Depositor, regarding
the transfer of the Mortgage Loans by the Seller to or at the
direction of the Depositor, substantially in the form attached
hereto as Exhibit C.
“Mortgage Loan
Schedule”: As of any date, the list of Mortgage Loans
included in REMIC 1 on such date, separately identifying the Group
I Mortgage Loans and the Group II Mortgage Loans, attached hereto
as Exhibit D. The Mortgage Loan Schedule shall be prepared by the
Originator and shall set forth the following information with
respect to each Mortgage Loan, as applicable:
|
|
(1)
|
the Mortgage Loan identifying
number;
|
|
|
|
(2)
|
[reserved];
|
|
|
|
(3)
|
the state and zip code of the
Mortgaged Property;
|
|
|
|
|
|
|
|
|
(4)
|
a code indicating whether the
Mortgaged Property was represented by the borrower, at the time of
origination, as being owner-occupied;
|
|
|
(5)
|
the type of Residential Dwelling
constituting the Mortgaged Property;
|
|
|
(6)
|
the original months to
maturity;
|
|
|
|
(7)
|
the stated remaining months to
maturity from the Cut-off Date based on the original amortization
schedule;
|
|
|
(8)
|
the Loan-to-Value Ratio at
origination;
|
|
|
(9)
|
the Mortgage Rate in effect
immediately following the Cut-off Date;
|
|
|
(10)
|
the date on which the first Monthly
Payment was due on the Mortgage Loan;
|
|
|
(11)
|
the stated maturity date;
|
|
|
|
(12)
|
the amount of the Monthly Payment at
origination;
|
|
|
(13)
|
the amount of the Monthly Payment
due on the first Due Date after the Cut-off Date;
|
|
|
(14)
|
the last Due Date on which a Monthly
Payment was actually applied to the unpaid Stated Principal
Balance;
|
|
|
(15)
|
the original principal amount of the
Mortgage Loan;
|
|
|
(16)
|
the Stated Principal Balance of the
Mortgage Loan as of the Close of Business on the Cut-off
Date;
|
|
|
(17)
|
a code indicating the purpose of the
Mortgage Loan ( i.e. , purchase financing, rate/term
refinancing, cash-out refinancing);
|
|
|
(18)
|
the Mortgage Rate at
origination;
|
|
|
(19)
|
a code indicating the documentation
program ( i.e. , full documentation, limited documentation,
stated income documentation);
|
|
|
(20)
|
the risk grade;
|
|
|
|
(21)
|
the Value of the Mortgaged
Property;
|
|
|
|
(22)
|
the sale price of the Mortgaged
Property, if applicable;
|
|
|
|
|
|
|
|
|
(23)
|
the actual unpaid principal balance
of the Mortgage Loan as of the Cut-off Date;
|
|
|
(24)
|
the type and term of the related
Prepayment Charge;
|
|
|
|
(25)
|
the rounding code;
|
|
|
|
(26)
|
the program code;
|
|
|
|
(27)
|
a code indicating the lien priority
for Mortgage Loans;
|
|
|
|
|
|
|
|
|
|
(28)
|
with respect to each Adjustable Rate
Mortgage Loan, the Minimum Mortgage Rate;
|
|
|
(29)
|
with respect to each Adjustable Rate
Mortgage Loan, the Maximum Mortgage Rate;
|
|
|
(30)
|
with respect to each Adjustable Rate
Mortgage Loan, the Gross Margin;
|
|
|
(31)
|
with respect to each Adjustable Rate
Mortgage Loan, the next Adjustment Date;
|
|
|
(32)
|
with respect to each Adjustable Rate
Mortgage Loan, the Periodic Rate Cap;
|
|
|
(33)
|
the credit score
(“FICO”) of such Mortgage Loan;
|
|
|
|
(34)
|
the total amount of points and fees
charged such Mortgage Loan;
|
The Mortgage Loan Schedule shall set
forth the following information, with respect to the Mortgage Loans
in the aggregate and for each Loan Group as of the Cut-off Date:
(1) the number of Mortgage Loans (separately identifying the number
of Fixed-Rate Mortgage Loans and the number of Adjustable-Rate
Mortgage Loans); (2) the current Stated Principal Balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans and (4) the weighted average maturity of the
Mortgage Loans. The Mortgage Loan Schedule shall be amended from
time to time by the Originator in accordance with the provisions of
this Agreement. With respect to any Qualified Substitute Mortgage
Loan, Cut-off Date shall refer to the related Cut-off Date for such
Mortgage Loan, determined in accordance with the definition of
Cut-off Date herein.
“Mortgage Note”: The
original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The
pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage Rate”: With
respect to each Fixed Rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable Rate
Mortgage Loan, the annual rate at which interest accrues on such
Mortgage Loan from time to time in accordance with the provisions
of the related Mortgage Note, which rate (A) as of any date of
determination until the first Adjustment Date following the Cut-off
Date shall be the rate set forth in the Mortgage Loan Schedule as
the Mortgage Rate in effect immediately following the Cut-off Date
and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date, to equal the
sum, rounded to the next highest or nearest 0.125% (as provided in
the Mortgage Note), of the Index, determined as set forth in the
related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to
each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the
immediately preceding sentence as of the date such Mortgage Loan
became an REO Property.
“Mortgaged Property”:
The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a
Residential Dwelling.
“Mortgagor”: The obligor
on a Mortgage Note.
“Net Liquidation
Proceeds”: With respect to any Liquidated Mortgage Loan or
any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds and Insurance Proceeds
net of Advances, Servicing Advances, Servicing Fees and any other
accrued and unpaid servicing fees received and retained in
connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
“Net Monthly Excess
Cashflow”: With respect to each Distribution Date, the sum of
(a) any Overcollateralization Release Amount for such Distribution
Date and (b) the excess of (x) Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the Monthly Interest Distributable Amounts for the Class A
Certificates and the Mezzanine Certificates, (B) the Unpaid
Interest Shortfall Amounts for the Class A Certificates and (C) the
Principal Remittance Amount.
“Net Mortgage Rate”:
With respect to any Mortgage Loan (or the related REO Property), as
of any date of determination, a per annum rate of interest equal to
the then applicable Mortgage Rate for such Mortgage Loan minus the
Servicing Fee Rate.
“Net Swap Payment”: In
the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in
the case of payments made by the Swap Provider, the excess, if any,
of (x) the Floating Swap Payment over (y) the Fixed Swap Payment.
In each case, the Net Swap Payment shall not be less than
zero.
“Net Prepayment Interest
Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date
over the related Compensating Interest.
“Net WAC Rate”: With
respect to each Distribution Date and the Certificates, a per annum
rate equal to the product of (x) the weighted average of the
Adjusted Net Mortgage Rates of the Mortgage Loans and (y) a
fraction, the numerator of which is 30 and the denominator of which
is the actual number of days elapsed in the related Accrual Period
minus an amount, expressed as a percentage, equal to the sum of (x)
the product of (i) Net Swap Payment owed to the Swap Provider, if
any, for such Distribution Date divided by the aggregate Stated
Principal Balance of the Mortgage Loans and (ii) 12 and (y) the
product of (i) the Swap Termination Payment (other than any Swap
Termination Payment resulting from a Swap Provider Trigger Event)
if any, owed to the Swap Provider for such Distribution Date,
divided by the aggregate Stated Principal Balance of the Mortgage
Loans and (ii) 12. For federal income tax purposes, for any
Distribution Date with respect to the REMIC 3 Regular Interests the
ownership of which is represented by the Regular Certificates
(other than the Class C Certificates or Class P Certificates), the
economic equivalent of such rate shall be expressed as the weighted
average (adjusted for the actual number of days elapsed in the
related Interest Accrual Period) of the Uncertificated REMIC 2
Pass-Through Rate on the REMIC 2 Regular Interests (other
than
REMIC 2 Regular Interest LTIO),
weighted on the basis of the Uncertificated Principal Balance of
each such REMIC 2 Regular Interest.
“Net WAC Rate Carryover
Amount”: With respect to any Class of Class A Certificates
and Mezzanine Certificates and any Distribution Date, the sum of
(A) the positive excess of (i) the amount of interest accrued on
such Class of Certificates for such Distribution Date calculated at
the related Formula Rate over (ii) the amount of interest accrued
on such Class of Certificates at the related Net WAC Rate for such
Distribution Date and (B) the related Net WAC Rate Carryover Amount
for the previous Distribution Date not previously paid, together
with interest thereon at a rate equal to the related Formula Rate,
in each case for such Distribution Date and for such related
Accrual Period.
“Net WAC Rate Carryover
Reserve Account”: The reserve account established and
maintained pursuant to Section 3.28.
“New Lease”: Any lease
of REO Property entered into on behalf of the Trust, including any
lease renewed or extended on behalf of the Trust if the Trust has
the right to renegotiate the terms of such lease.
“NIMS Insurer”: Any
insurer that is guaranteeing certain payments under notes secured
by collateral which includes all or a portion of the Class C
Certificates, the Class P Certificates and/or the Residual
Certificates.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property
that, in the good faith business judgment of the Master Servicer,
will not be ultimately recoverable from Late Collections, Insurance
Proceeds, Liquidation Proceeds or condemnation proceeds on such
Mortgage Loan or REO Property as provided herein.
“Notional Amount”:
Immediately prior to any Distribution Date, with respect to the
Class C Interest, the aggregate of the Uncertificated Principal
Balances of the REMIC 2 Regular Interests (other than REMIC 2
Regular Interest LTIO and REMIC 2 Regular Interest LTP).
“Offered Certificates”:
The Class A Certificates, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6
Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10
Certificates and the Class M-11 Certificates offered to the public
pursuant to the Prospectus Supplement.
