OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, Depositor OPTION ONE MORTGAGE CORPORATION, Servicer and WELLS FARGO BANK, N.A., Trustee POOLING AND SERVICING AGREEMENT Dated as of April 1, 2007 Option One Mortgage Loan Trust 2007-4 Asset-Backed...
OPTION
ONE MORTGAGE ACCEPTANCE CORPORATION,
Depositor
OPTION
ONE MORTGAGE CORPORATION,
Servicer
and
XXXXX
FARGO BANK, N.A.,
Trustee
Dated
as
of April 1, 2007
___________________________
Asset-Backed
Certificates, Series 2007-4
Table
of Contents
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Accounting.
|
|
SECTION
1.03.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.04.
|
Rights
of the NIMS Insurer.
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
by Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Originator or Responsible
Party.
|
|
SECTION
2.04.
|
Intentionally
Omitted.
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06.
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07.
|
Issuance
of Certificates.
|
|
SECTION
2.08.
|
Authorization
to Enter into Interest Rate Swap Agreement.
|
|
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 Servicer.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
SECTION
3.01.
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02.
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers.
|
|
SECTION
3.03.
|
Successor
Sub-Servicers.
|
|
SECTION
3.04.
|
Liability
of the Servicer.
|
|
SECTION
3.05.
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
|
SECTION
3.06.
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
3.07.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08.
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09.
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10.
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11.
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12.
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13.
|
Rights
of the Class C Certificateholder.
|
|
SECTION
3.14.
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Reports
to the Trustee; Collection Account Statements.
|
|
SECTION
3.20.
|
Statement
as to Compliance.
|
|
SECTION
3.21.
|
Assessment
of Compliance and Attestation Report.
|
|
SECTION
3.22.
|
Access
to Certain Documentation.
|
|
SECTION
3.23.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24.
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25.
|
Reports
Filed with Securities and Exchange Commission.
|
|
SECTION
3.26.
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.27.
|
Solicitations.
|
|
SECTION
3.28.
|
[Reserved].
|
|
SECTION
3.29.
|
Advancing
Facility.
|
ARTICLE
IV
FLOW
OF
FUNDS
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
[Reserved].
|
|
SECTION
4.03.
|
Statements.
|
|
SECTION
4.04.
|
Remittance
Reports; Advances.
|
|
SECTION
4.05.
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.06.
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.07.
|
Allocation
of Realized Losses.
|
|
SECTION
4.08.
|
Swap
Account.
|
|
SECTION
4.09.
|
Tax
Treatment of Swap Payments and Swap Termination Payments
|
|
SECTION
4.10.
|
Swap
Collateral Account
|
|
SECTION
4.11.
|
Rights
and Obligations Under the Interest Rate Swap Agreement.
|
ARTICLE
V
THE
CERTIFICATES
|
SECTION
5.01.
|
The
Certificates.
|
|
SECTION
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
|
SECTION
5.05.
|
Appointment
of Paying Agent.
|
ARTICLE
VI
THE
SERVICER AND THE DEPOSITOR
|
SECTION
6.01.
|
Liability
of the Servicer and the Depositor.
|
|
SECTION
6.02.
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Servicer and Others.
|
|
SECTION
6.04.
|
Servicer
Not to Resign.
|
|
SECTION
6.05.
|
Delegation
of Duties.
|
|
SECTION
6.06.
|
[Reserved].
|
|
SECTION
6.07.
|
Inspection.
|
ARTICLE
VII
DEFAULT
|
SECTION
7.01.
|
Servicer
Events of Termination.
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03.
|
Waiver
of Defaults.
|
|
SECTION
7.04.
|
Notification
to Certificateholders.
|
|
SECTION
7.05.
|
Survivability
of Servicer Liabilities.
|
ARTICLE
VIII
THE
TRUSTEE
|
SECTION
8.01.
|
Duties
of Trustee.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
|
SECTION
8.05.
|
Trustee
Fee and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
|
SECTION
8.07.
|
Resignation
or Removal of Trustee.
|
|
SECTION
8.08.
|
Successor
Trustee.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Limitation
of Liability.
|
|
SECTION
8.12.
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13.
|
Suits
for Enforcement.
|
|
SECTION
8.14.
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15.
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
ARTICLE
IX
REMIC
ADMINISTRATION
|
SECTION
9.01.
|
REMIC
Administration.
|
|
SECTION
9.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
ARTICLE
X
TERMINATION
|
SECTION
10.01.
|
Termination.
|
|
SECTION
10.02.
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
SECTION
11.01.
|
Amendment.
|
|
SECTION
11.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04.
|
Governing
Law; Jurisdiction.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Article
and Section References.
|
|
SECTION
11.08.
|
Notice
to the Rating Agencies and the NIMS Insurer.
|
|
SECTION
11.09.
|
Further
Assurances.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Benefits
of Agreement.
|
|
SECTION
11.12.
|
Acts
of Certificateholders.
|
|
SECTION
11.13.
|
No
Petition.
|
|
SECTION
11.14.
|
Intention
of the Parties and Interpretation.
|
EXHIBITS:
|
Exhibit
A-1
|
Form
of Class I-A-1 Certificates
|
|
Exhibit
A-2
|
Form
of Class II-A-1 Certificates
|
|
Exhibit
A-3
|
Form
of Class II-A-2 Certificates
|
|
Exhibit
A-4
|
Form
of Class II-A-3 Certificates
|
|
Exhibit
A-5
|
Form
of Class II-A-4 Certificates
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-10
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-12
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-8 Certificates
|
|
Exhibit
A-14
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-15
|
Form
of Class C Certificates
|
|
Exhibit
A-16
|
Form
of Class P Certificates
|
|
Exhibit
A-17
|
Form
of Class R Certificates
|
|
Exhibit
A-18
|
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
|
Form
of Remittance Report
|
|
Exhibit
P
|
[Reserved]
|
|
Exhibit
Q
|
[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
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
U
|
Additional
Disclosure Notification
|
|
Schedule
I
|
Prepayment Charge Schedule |
This
Pooling and Servicing Agreement is dated as of April 1, 2007 (the “Agreement”),
among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as depositor (the
“Depositor”), OPTION ONE MORTGAGE CORPORATION, as servicer (the “Servicer”) and
XXXXX 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 eighteen classes of
certificates, designated as (i) the
Class
I-A-1 Certificates, (ii) the
Class
II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) the Class II-A-3
Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1
Certificates, (vii) the Class M-2 Certificates, (viii) the Class M-3
Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates,
(xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the
Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class C
Certificates, (xvi) the Class P Certificates, (xvii) the Class R Certificates
and (xviii) the Class R-X Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, any
Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental
Interest Trust and the Interest Rate Swap Agreement) as a REMIC for federal
income tax purposes, and such segregated pool of assets shall be designated
as
“REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual
interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein).
The following table irrevocably sets forth the designation, the Uncertificated
REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and,
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 1 Regular Interests (as
defined herein). None of the REMIC 1 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1 Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible Maturity
Date(1)
|
|||||||
|
I
|
|
Variable(2)
|
|
$
|
65,400,003.66
|
|
|
April
25, 2037
|
|
|
|
II
|
|
Variable(2)
|
|
$
|
8,925,392.50
|
|
|
April
25, 2037
|
|
|
|
I-1-A
|
|
Variable(2)
|
|
$
|
5,741,458.75
|
|
|
April
25, 2037
|
|
|
|
I-1-B
|
|
Variable(2)
|
|
$
|
5,741,458.75
|
|
|
April
25, 2037
|
|
|
|
I-2-A
|
|
Variable(2)
|
|
$
|
7,018,401.25
|
|
|
April
25, 2037
|
|
|
|
I-2-B
|
|
Variable(2)
|
|
$
|
7,018,401.25
|
|
|
April
25, 2037
|
|
|
|
I-3-A
|
|
Variable(2)
|
|
$
|
8,285,523.75
|
|
|
April
25, 2037
|
|
|
|
I-3-B
|
|
Variable(2)
|
|
$
|
8,285,523.75
|
|
|
April
25, 2037
|
|
|
|
I-4-A
|
|
Variable(2)
|
|
$
|
9,534,425.00
|
|
|
April
25, 2037
|
|
|
|
I-4-B
|
|
Variable(2)
|
|
$
|
9,534,425.00
|
|
|
April
25, 2037
|
|
|
|
I-5-A
|
|
Variable(2)
|
|
$
|
10,749,910.00
|
|
|
April
25, 2037
|
|
|
|
I-5-B
|
|
Variable(2)
|
|
$
|
10,749,910.00
|
|
|
April
25, 2037
|
|
|
|
I-6-A
|
|
Variable(2)
|
|
$
|
11,926,698.75
|
|
|
April
25, 2037
|
|
|
|
I-6-B
|
|
Variable(2)
|
|
$
|
11,926,698.75
|
|
|
April
25, 2037
|
|
|
|
I-7-A
|
|
Variable(2)
|
|
$
|
13,039,056.25
|
|
|
April
25, 2037
|
|
|
|
I-7-B
|
|
Variable(2)
|
|
$
|
13,039,056.25
|
|
|
April
25, 2037
|
|
|
|
I-8-A
|
|
Variable(2)
|
|
$
|
13,952,446.25
|
|
|
April
25, 2037
|
|
|
|
I-8-B
|
|
Variable(2)
|
|
$
|
13,952,446.25
|
|
|
April
25, 2037
|
|
|
|
I-9-A
|
|
Variable(2)
|
|
$
|
14,425,208.75
|
|
|
April
25, 2037
|
|
|
|
I-9-B
|
|
Variable(2)
|
|
$
|
14,425,208.75
|
|
|
April
25, 2037
|
|
|
|
I-10-A
|
|
Variable(2)
|
|
$
|
14,184,490.00
|
|
|
April
25, 2037
|
|
|
|
I-10-B
|
|
Variable(2)
|
|
$
|
14,184,490.00
|
|
|
April
25, 2037
|
|
|
|
I-11-A
|
|
Variable(2)
|
|
$
|
13,775,561.25
|
|
|
April
25, 2037
|
|
|
|
I-11-B
|
|
Variable(2)
|
|
$
|
13,775,561.25
|
|
|
April
25, 2037
|
|
|
|
I-12-A
|
|
Variable(2)
|
|
$
|
13,380,822.50
|
|
|
April
25, 2037
|
|
|
|
I-12-B
|
|
Variable(2)
|
|
$
|
13,380,822.50
|
|
|
April
25, 2037
|
|
|
|
I-13-A
|
|
Variable(2)
|
|
$
|
12,997,490.00
|
|
|
April
25, 2037
|
|
|
|
I-13-B
|
|
Variable(2)
|
|
$
|
12,997,490.00
|
|
|
April
25, 2037
|
|
|
|
I-14-A
|
|
Variable(2)
|
|
$
|
12,625,236.25
|
|
|
April
25, 2037
|
|
|
|
I-14-B
|
|
Variable(2)
|
|
$
|
12,625,236.25
|
|
|
April
25, 2037
|
|
|
|
I-15-A
|
|
Variable(2)
|
|
$
|
12,265,545.00
|
|
|
April
25, 2037
|
|
|
|
I-15-B
|
|
Variable(2)
|
|
$
|
12,265,545.00
|
|
|
April
25, 2037
|
|
|
|
I-16-A
|
|
Variable(2)
|
|
$
|
11,988,268.75
|
|
|
April
25, 2037
|
|
|
|
I-16-B
|
|
Variable(2)
|
|
$
|
11,988,268.75
|
|
|
April
25, 2037
|
|
|
|
I-17-A
|
|
Variable(2)
|
|
$
|
11,683,646.25
|
|
|
April
25, 2037
|
|
|
|
I-17-B
|
|
Variable(2)
|
|
$
|
11,683,646.25
|
|
|
April
25, 2037
|
|
|
|
I-18-A
|
|
Variable(2)
|
|
$
|
11,559,011.25
|
|
|
April
25, 2037
|
|
|
|
I-18-B
|
|
Variable(2)
|
|
$
|
11,559,011.25
|
|
|
April
25, 2037
|
|
|
|
I-19-A
|
|
Variable(2)
|
|
$
|
12,616,840.00
|
|
|
April
25, 2037
|
|
|
|
I-19-B
|
|
Variable(2)
|
|
$
|
12,616,840.00
|
|
|
April
25, 2037
|
|
|
|
I-20-A
|
|
Variable(2)
|
|
$
|
16,198,625.00
|
|
|
April
25, 2037
|
|
|
|
I-20-B
|
|
Variable(2)
|
|
$
|
16,198,625.00
|
|
|
April
25, 2037
|
|
|
|
I-21-A
|
|
Variable(2)
|
|
$
|
21,769,637.50
|
|
|
April
25, 2037
|
|
|
|
I-21-B
|
|
Variable(2)
|
|
$
|
21,769,637.50
|
|
|
April
25, 2037
|
|
|
|
I-22-A
|
|
Variable(2)
|
|
$
|
21,845,715.00
|
|
|
April
25, 2037
|
|
|
|
I-22-B
|
|
Variable(2)
|
|
$
|
21,845,715.00
|
|
|
April
25, 2037
|
|
|
|
I-23-A
|
|
Variable(2)
|
|
$
|
19,389,598.75
|
|
|
April
25, 2037
|
|
|
|
I-23-B
|
|
Variable(2)
|
|
$
|
19,389,598.75
|
|
|
April
25, 2037
|
|
|
|
I-24-A
|
|
Variable(2)
|
|
$
|
15,425,692.50
|
|
|
April
25, 2037
|
|
|
|
I-24-B
|
|
Variable(2)
|
|
$
|
15,425,692.50
|
|
|
April
25, 2037
|
|
|
|
I-25-A
|
|
Variable(2)
|
|
$
|
10,331,392.50
|
|
|
April
25, 2037
|
|
|
|
I-25-B
|
|
Variable(2)
|
|
$
|
10,331,392.50
|
|
|
April
25, 2037
|
|
|
|
I-26-A
|
|
Variable(2)
|
|
$
|
8,788,565.00
|
|
|
April
25, 2037
|
|
|
|
I-26-B
|
|
Variable(2)
|
|
$
|
8,788,565.00
|
|
|
April
25, 2037
|
|
|
|
I-27-A
|
|
Variable(2)
|
|
$
|
8,491,240.00
|
|
|
April
25, 2037
|
|
|
|
I-27-B
|
|
Variable(2)
|
|
$
|
8,491,240.00
|
|
|
April
25, 2037
|
|
|
|
I-28-A
|
|
Variable(2)
|
|
$
|
8,204,220.00
|
|
|
April
25, 2037
|
|
|
|
I-28-B
|
|
Variable(2)
|
|
$
|
8,204,220.00
|
|
|
April
25, 2037
|
|
|
|
I-29-A
|
|
Variable(2)
|
|
$
|
7,927,282.50
|
|
|
April
25, 2037
|
|
|
|
I-29-B
|
|
Variable(2)
|
|
$
|
7,927,282.50
|
|
|
April
25, 2037
|
|
|
|
I-30-A
|
|
Variable(2)
|
|
$
|
7,659,915.00
|
|
|
April
25, 2037
|
|
|
|
I-30-B
|
|
Variable(2)
|
|
$
|
7,659,915.00
|
|
|
April
25, 2037
|
|
|
|
I-31-A
|
|
Variable(2)
|
|
$
|
7,401,742.50
|
|
|
April
25, 2037
|
|
|
|
I-31-B
|
|
Variable(2)
|
|
$
|
7,401,742.50
|
|
|
April
25, 2037
|
|
|
|
I-32-A
|
|
Variable(2)
|
|
$
|
7,152,446.25
|
|
|
April
25, 2037
|
|
|
|
I-32-B
|
|
Variable(2)
|
|
$
|
7,152,446.25
|
|
|
April
25, 2037
|
|
|
|
I-33-A
|
|
Variable(2)
|
|
$
|
6,911,318.75
|
|
|
April
25, 2037
|
|
|
|
I-33-B
|
|
Variable(2)
|
|
$
|
6,911,318.75
|
|
|
April
25, 2037
|
|
|
|
I-34-A
|
|
Variable(2)
|
|
$
|
6,678,460.00
|
|
|
April
25, 2037
|
|
|
|
I-34-B
|
|
Variable(2)
|
|
$
|
6,678,460.00
|
|
|
April
25, 2037
|
|
|
|
I-35-A
|
|
Variable(2)
|
|
$
|
6,453,985.00
|
|
|
April
25, 2037
|
|
|
|
I-35-B
|
|
Variable(2)
|
|
$
|
6,453,985.00
|
|
|
April
25, 2037
|
|
|
|
I-36-A
|
|
Variable(2)
|
|
$
|
4,473,796.25
|
|
|
April
25, 2037
|
|
|
|
I-36-B
|
|
Variable(2)
|
|
$
|
4,473,796.25
|
|
|
April
25, 2037
|
|
|
|
I-37-A
|
|
Variable(2)
|
|
$
|
5,017,257.50
|
|
|
April
25, 2037
|
|
|
|
I-37-B
|
|
Variable(2)
|
|
$
|
5,017,257.50
|
|
|
April
25, 2037
|
|
|
|
I-38-A
|
|
Variable(2)
|
|
$
|
4,849,382.50
|
|
|
April
25, 2037
|
|
|
|
I-38-B
|
|
Variable(2)
|
|
$
|
4,849,382.50
|
|
|
April
25, 2037
|
|
|
|
I-39-A
|
|
Variable(2)
|
|
$
|
4,687,281.25
|
|
|
April
25, 2037
|
|
|
|
I-39-B
|
|
Variable(2)
|
|
$
|
4,687,281.25
|
|
|
April
25, 2037
|
|
|
|
I-40-A
|
|
Variable(2)
|
|
$
|
4,530,736.25
|
|
|
April
25, 2037
|
|
|
|
I-40-B
|
|
Variable(2)
|
|
$
|
4,530,736.25
|
|
|
April
25, 2037
|
|
|
|
I-41-A
|
|
Variable(2)
|
|
$
|
4,379,551.25
|
|
|
April
25, 2037
|
|
|
|
I-41-B
|
|
Variable(2)
|
|
$
|
4,379,551.25
|
|
|
April
25, 2037
|
|
|
|
I-42-A
|
|
Variable(2)
|
|
$
|
4,233,535.00
|
|
|
April
25, 2037
|
|
|
|
I-42-B
|
|
Variable(2)
|
|
$
|
4,233,535.00
|
|
|
April
25, 2037
|
|
|
|
I-43-A
|
|
Variable(2)
|
|
$
|
4,092,521.25
|
|
|
April
25, 2037
|
|
|
|
I-43-B
|
|
Variable(2)
|
|
$
|
4,092,521.25
|
|
|
April
25, 2037
|
|
|
|
I-44-A
|
|
Variable(2)
|
|
$
|
3,956,330.00
|
|
|
April
25, 2037
|
|
|
|
I-44-B
|
|
Variable(2)
|
|
$
|
3,956,330.00
|
|
|
April
25, 2037
|
|
|
|
I-45-A
|
|
Variable(2)
|
|
$
|
3,824,792.50
|
|
|
April
25, 2037
|
|
|
|
I-45-B
|
|
Variable(2)
|
|
$
|
3,824,792.50
|
|
|
April
25, 2037
|
|
|
|
I-46-A
|
|
Variable(2)
|
|
$
|
3,697,748.75
|
|
|
April
25, 2037
|
|
|
|
I-46-B
|
|
Variable(2)
|
|
$
|
3,697,748.75
|
|
|
April
25, 2037
|
|
|
|
I-47-A
|
|
Variable(2)
|
|
$
|
3,575,043.75
|
|
|
April
25, 2037
|
|
|
|
I-47-B
|
|
Variable(2)
|
|
$
|
3,575,043.75
|
|
|
April
25, 2037
|
|
|
|
I-48-A
|
|
Variable(2)
|
|
$
|
3,456,523.75
|
|
|
April
25, 2037
|
|
|
|
I-48-B
|
|
Variable(2)
|
|
$
|
3,456,523.75
|
|
|
April
25, 2037
|
|
|
|
I-49-A
|
|
Variable(2)
|
|
$
|
3,342,046.25
|
|
|
April
25, 2037
|
|
|
|
I-49-B
|
|
Variable(2)
|
|
$
|
3,342,046.25
|
|
|
April
25, 2037
|
|
|
|
I-50-A
|
|
Variable(2)
|
|
$
|
3,231,471.25
|
|
|
April
25, 2037
|
|
|
|
I-50-B
|
|
Variable(2)
|
|
$
|
3,231,471.25
|
|
|
April
25, 2037
|
|
|
|
I-51-A
|
|
Variable(2)
|
|
$
|
3,124,760.00
|
|
|
April
25, 2037
|
|
|
|
I-51-B
|
|
Variable(2)
|
|
$
|
3,124,760.00
|
|
|
April
25, 2037
|
|
|
|
I-52-A
|
|
Variable(2)
|
|
$
|
3,021,630.00
|
|
|
April
25, 2037
|
|
|
|
I-52-B
|
|
Variable(2)
|
|
$
|
3,021,630.00
|
|
|
April
25, 2037
|
|
|
|
I-53-A
|
|
Variable(2)
|
|
$
|
2,922,186.25
|
|
|
April
25, 2037
|
|
|
|
I-53-B
|
|
Variable(2)
|
|
$
|
2,922,186.25
|
|
|
April
25, 2037
|
|
|
|
I-54-A
|
|
Variable(2)
|
|
$
|
2,826,498.75
|
|
|
April
25, 2037
|
|
|
|
I-54-B
|
|
Variable(2)
|
|
$
|
2,826,498.75
|
|
|
April
25, 2037
|
|
|
|
I-55-A
|
|
Variable(2)
|
|
$
|
2,735,091.25
|
|
|
April
25, 2037
|
|
|
|
I-55-B
|
|
Variable(2)
|
|
$
|
2,735,091.25
|
|
|
April
25, 2037
|
|
|
|
I-56-A
|
|
Variable(2)
|
|
$
|
2,648,921.25
|
|
|
April
25, 2037
|
|
|
|
I-56-B
|
|
Variable(2)
|
|
$
|
2,648,921.25
|
|
|
April
25, 2037
|
|
|
|
I-57-A
|
|
Variable(2)
|
|
$
|
2,562,656.25
|
|
|
April
25, 2037
|
|
|
|
I-57-B
|
|
Variable(2)
|
|
$
|
2,562,656.25
|
|
|
April
25, 2037
|
|
|
|
I-58-A
|
|
Variable(2)
|
|
$
|
2,478,407.50
|
|
|
April
25, 2037
|
|
|
|
I-58-B
|
|
Variable(2)
|
|
$
|
2,478,407.50
|
|
|
April
25, 2037
|
|
|
|
I-59-A
|
|
Variable(2)
|
|
$
|
2,397,017.50
|
|
|
April
25, 2037
|
|
|
|
I-59-B
|
|
Variable(2)
|
|
$
|
2,397,017.50
|
|
|
April
25, 2037
|
|
|
|
I-60-A
|
|
Variable(2)
|
|
$
|
2,318,378.75
|
|
|
April
25, 2037
|
|
|
|
I-60-B
|
|
Variable(2)
|
|
$
|
2,318,378.75
|
|
|
April
25, 2037
|
|
|
|
I-61-A
|
|
Variable(2)
|
|
$
|
2,242,346.25
|
|
|
April
25, 2037
|
|
|
|
I-61-B
|
|
Variable(2)
|
|
$
|
2,242,346.25
|
|
|
April
25, 2037
|
|
|
|
I-62-A
|
|
Variable(2)
|
|
$
|
2,168,891.25
|
|
|
April
25, 2037
|
|
|
|
I-62-B
|
|
Variable(2)
|
|
$
|
2,168,891.25
|
|
|
April
25, 2037
|
|
|
|
I-63-A
|
|
Variable(2)
|
|
$
|
2,097,986.25
|
|
|
April
25, 2037
|
|
|
|
I-63-B
|
|
Variable(2)
|
|
$
|
2,097,986.25
|
|
|
April
25, 2037
|
|
|
|
I-64-A
|
|
Variable(2)
|
|
$
|
2,029,488.75
|
|
|
April
25, 2037
|
|
|
|
I-64-B
|
|
Variable(2)
|
|
$
|
2,029,488.75
|
|
|
April
25, 2037
|
|
|
|
I-65-A
|
|
Variable(2)
|
|
$
|
1,963,305.00
|
|
|
April
25, 2037
|
|
|
|
I-65-B
|
|
Variable(2)
|
|
$
|
1,963,305.00
|
|
|
April
25, 2037
|
|
|
|
I-66-A
|
|
Variable(2)
|
|
$
|
1,899,357.50
|
|
|
April
25, 2037
|
|
|
|
I-66-B
|
|
Variable(2)
|
|
$
|
1,899,357.50
|
|
|
April
25, 2037
|
|
|
|
I-67-A
|
|
Variable(2)
|
|
$
|
1,837,556.25
|
|
|
April
25, 2037
|
|
|
|
I-67-B
|
|
Variable(2)
|
|
$
|
1,837,556.25
|
|
|
April
25, 2037
|
|
|
|
I-68-A
|
|
Variable(2)
|
|
$
|
1,777,843.75
|
|
|
April
25, 2037
|
|
|
|
I-68-B
|
|
Variable(2)
|
|
$
|
1,777,843.75
|
|
|
April
25, 2037
|
|
|
|
I-69-A
|
|
Variable(2)
|
|
$
|
1,720,151.25
|
|
|
April
25, 2037
|
|
|
|
I-69-B
|
|
Variable(2)
|
|
$
|
1,720,151.25
|
|
|
April
25, 2037
|
|
|
|
I-70-A
|
|
Variable(2)
|
|
$
|
1,664,402.50
|
|
|
April
25, 2037
|
|
|
|
I-70-B
|
|
Variable(2)
|
|
$
|
1,664,402.50
|
|
|
April
25, 2037
|
|
|
|
I-71-A
|
|
Variable(2)
|
|
$
|
52,672,533.75
|
|
|
April
25, 2037
|
|
|
|
I-71-B
|
|
Variable(2)
|
|
$
|
52,672,533.75
|
|
|
April
25, 2037
|
|
|
_________________
(1) For
purposes of Section 1.860 G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall 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.
|
Designation
|
Uncertificated
REMIC 2 Pass-Through
Rate(2)
|
Initial
Uncertificated Principal
Balance
|
Latest
Possible Maturity
Date(1)
|
|||||||
|
LTAA
|
|
|
Variable
|
|
$
|
1,175,999,905.59
|
|
|
April
25, 2037
|
|
|
LTIA1
|
|
|
Variable
|
|
$
|
4,620,950.00
|
|
|
April
25, 2037
|
|
|
LTIIA1
|
|
|
Variable
|
|
$
|
1,976,570.00
|
|
|
April
25, 2037
|
|
|
LTIIA2
|
|
|
Variable
|
|
$
|
1,521,660.00
|
|
|
April
25, 2037
|
|
|
LTIIA3
|
|
|
Variable
|
|
$
|
461,480.00
|
|
|
April
25, 2037
|
|
|
LTIIA4
|
|
|
Variable
|
|
$
|
305,340.00
|
|
|
April
25, 2037
|
|
|
LTM1
|
|
|
Variable
|
|
$
|
540,000.00
|
|
|
April
25, 2037
|
|
|
LTM2
|
|
|
Variable
|
|
$
|
528,000.00
|
|
|
April
25, 2037
|
|
|
LTM3
|
|
|
Variable
|
|
$
|
252,000.00
|
|
|
April
25, 2037
|
|
|
LTM4
|
|
|
Variable
|
|
$
|
258,000.00
|
|
|
April
25, 2037
|
|
|
LTM5
|
|
|
Variable
|
|
$
|
228,000.00
|
|
|
April
25, 2037
|
|
|
LTM6
|
|
|
Variable
|
|
$
|
144,000.00
|
|
|
April
25, 2037
|
|
|
LTM7
|
|
|
Variable
|
|
$
|
174,000.00
|
|
|
April
25, 2037
|
|
|
LTM8
|
|
|
Variable
|
|
$
|
126,000.00
|
|
|
April
25, 2037
|
|
|
LTM9
|
|
|
Variable
|
|
$
|
210,000.00
|
|
|
April
25, 2037
|
|
|
LTZZ
|
|
|
Variable
|
|
$
|
12,653,998.07
|
|
|
Xxxxx
00, 0000
|
|
|
XXX
|
|
|
Variable
|
|
$
|
100.00
|
|
|
April
25, 2037
|
|
|
LTIO
|
|
|
Variable
|
|
|
(3)
|
|
|
April
25, 2037
|
|
___________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
(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 designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 3 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal Balance
|
Latest
Possible Maturity
Date(1)
|
|||||||
|
Class
I-A-1
|
|
|
Variable(2)
|
|
$
|
462,095,000.00
|
|
|
April
25, 2037
|
|
|
Class
II-A-1
|
|
|
Variable(2)
|
|
$
|
197,657,000.00
|
|
|
April
25, 2037
|
|
|
Class
II-A-2
|
|
|
Variable(2)
|
|
$
|
152,166,000.00
|
|
|
April
25, 2037
|
|
|
Class
II-A-3
|
|
|
Variable(2)
|
|
$
|
46,148,000.00
|
|
|
April
25, 2037
|
|
|
Class
II-A-4
|
|
|
Variable(2)
|
|
$
|
30,534,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-1
|
|
|
Variable(2)
|
|
$
|
54,000,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-2
|
|
|
Variable(2)
|
|
$
|
52,800,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-3
|
|
|
Variable(2)
|
|
$
|
25,200,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-4
|
|
|
Variable(2)
|
|
$
|
25,800,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-5
|
|
|
Variable(2)
|
|
$
|
22,800,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-6
|
|
|
Variable(2)
|
|
$
|
14,400,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-7
|
|
|
Variable(2)
|
|
$
|
17,400,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-8
|
|
|
Variable(2)
|
|
$
|
12,600,000.00
|
|
|
April
25, 2037
|
|
|
Class
M-9
|
|
|
Variable(2)
|
|
$
|
21,000,000.00
|
|
|
April
25, 2037
|
|
|
Class
C Interest
|
|
|
Variable(3)
|
|
$
|
65,399,903.66
|
|
|
April
25, 2037
|
|
|
Class
P Interest
|
|
|
N/A(4)
|
|
$
|
100.00
|
|
|
April
25, 2037
|
|
|
Class
SWAP-IO Interest
|
|
|
N/A(5)
|
|
|
N/A(5)
|
|
|
April
25, 2037
|
|
__________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(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 designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 4 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal Balance
|
Latest
Possible Maturity
Date(1)
|
|||||||
|
Class
C
|
Variable(2)
|
|
$
|
65,399,903.66
|
April
25, 2037
|
|||||
__________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
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 designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 5 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal Balance
|
Latest
Possible Maturity
Date(1)
|
|||||||
|
Class
P
|
Variable(2)
|
|
$
|
100.00
|
April
25, 2037
|
|||||
__________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
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 designation, Pass-Through Rate,
Original Class Certificate Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 6 created hereunder, which will be
uncertificated:
|
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal Balance
|
Latest
Possible Maturity
Date(1)
|
|||||||
|
SWAP-IO
|
Variable(2)
|
|
N/A
|
April
25, 2037
|
||||||
__________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(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”:
Any
of the Collection Account, the Distribution Account, the Net WAC Rate Carryover
Reserve Account, the Swap Collateral Account or the Swap Account.
“Accrual
Period”: With respect to the Class A Certificates and the Mezzanine Certificates
and each Distribution Date, the period commencing on the preceding Distribution
Date (or in the case of the first such Accrual Period, commencing on the Closing
Date) and ending on the day preceding the current Distribution Date. With
respect to the Class C Certificates and each Distribution Date, the calendar
month prior to the month of such Distribution Date.
“Additional
Disclosure”: As defined in Section 3.25(a)(iv).
“Additional
Form 10-D Disclosure”: As defined in Section 3.25(a)(i).
“Additional
Form 10-K Disclosure”: As defined in Section 3.25(a)(iii).
“Adjustable-Rate
Mortgage Loan”: A Mortgage Loan which provides at any period during the life of
such loan for the adjustment of the Mortgage Rate payable in respect thereto.
The Adjustable-Rate Mortgage Loans are identified as such on the Mortgage Loan
Schedule.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Distribution Date and any
Mortgage Loan (or the related REO Property) in the Trust Fund as of the close
of
business on the last day of the preceding calendar month, a per annum rate
of
interest equal to the applicable Maximum Mortgage Rate for such Mortgage Loan
(or the Mortgage Rate in the case of any Fixed Rate Mortgage Loan) as of the
first day of the month preceding the month in which the Distribution Date occurs
(or the Cut-off Date with respect to the first Distribution Date) minus the
sum
of (i) the Trustee Fee Rate 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
(or the Cut-off Date with respect to the first Distribution Date) 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 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.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received on
or
prior to the related Determination Date, including any Subsequent Recoveries,
(b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments and other
unscheduled recoveries of principal and interest in respect of the Mortgage
Loans received during the related Prepayment Period, (c) the aggregate of any
amounts received in respect of a related REO Property withdrawn from any REO
Account and deposited in the Collection Account for such Distribution Date,
(d)
the aggregate of any amounts deposited in the Collection Account by the Servicer
in respect of related Prepayment Interest Shortfalls for such Distribution
Date,
(e) the aggregate of any Advances made by the Servicer for such Distribution
Date, (f) the aggregate of any related advances made by the Trustee for such
Distribution Date pursuant to Section 7.02 and (g) the amount of any Prepayment
Charges collected by the Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount over (ii) the sum of (a) amounts reimbursable or payable to
the
Servicer pursuant to Section 3.11(a) or the Trustee pursuant to Section 3.11(b),
(b) amounts deposited in the Collection Account or the Distribution Account
pursuant to clauses (a) through (g) above, as the case may be, in error, (c)
the
amount of any Prepayment Charges collected by the Servicer in connection with
the full or partial prepayment of any of the Mortgage Loans and any Servicer
Prepayment Charge Payment Amount, (d) the Trustee Fee payable from the
Distribution Account pursuant to Section 8.05, (e)
any
Net Swap Payment or Swap Termination Payment owed to the Swap Provider
but
excluding any Swap Termination Payment owed to the Swap Provider resulting
from
a Swap Provider Trigger Event
(after
taking into account any upfront payment received from the counterparty to a
replacement swap agreement) and (f) any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Section 8.05.
“Back-Up
Certification”: As defined in Section 3.25(a)(ii).
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the books
of the Depository or on the books of a Person maintaining an account with the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Class A Certificates
and the Mezzanine Certificates shall be Book-Entry Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of New York, the State
of Maryland, the State of California, the Commonwealth of Pennsylvania, the
State of Florida, the State of Minnesota or any city in which the Corporate
Trust Office of the Trustee is located are authorized or obligated by law or
executive order to be closed.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”:
The Person in whose name a Certificate is registered in the Certificate
Register, except that a Disqualified Organization or non-U.S. Person shall
not
be a Holder of a Residual Certificate for any purpose hereof and, solely for
the
purposes of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor or the Servicer or any Affiliate thereof
shall be deemed not to be outstanding and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent has been
obtained, except as otherwise provided in Section 11.01. The Trustee and the
NIMS Insurer may conclusively rely upon a certificate of the Depositor or the
Servicer in determining whether a Certificate is held by an Affiliate thereof.
All references herein to “Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee and the NIMS Insurer shall be
required to recognize as a “Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate
Margin”: With respect to each Class of Adjustable-Rate Certificates and for
purposes of the Marker Rate and the Maximum LTZZ Uncertificated Interest
Deferral Amount, the specified REMIC 2 Regular Interest, as
follows:
|
Class
|
REMIC
2 Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
I-A-1
|
LTIA1
|
0.220%
|
0.440%
|
|
XX-X-0
|
XXXXX0
|
0.090%
|
0.180%
|
|
XX-X-0
|
XXXXX0
|
0.180%
|
0.360%
|
|
XX-X-0
|
XXXXX0
|
0.240%
|
0.480%
|
|
XX-X-0
|
XXXXX0
|
0.310%
|
0.620%
|
|
M-1
|
LTM1
|
0.370%
|
0.555%
|
|
M-2
|
LTM2
|
0.450%
|
0.675%
|
|
M-3
|
LTM3
|
0.570%
|
0.855%
|
|
M-4
|
LTM4
|
0.850%
|
1.275%
|
|
M-5
|
LTM5
|
1.150%
|
1.725%
|
|
M-6
|
LTM6
|
1.600%
|
2.400%
|
|
M-7
|
LTM7
|
2.500%
|
3.750%
|
|
M-8
|
LTM8
|
2.500%
|
3.750%
|
|
M-9
|
LTM9
|
2.500%
|
3.750%
|
__________
|
(1)
|
For
the Accrual Period for each Distribution Date on or prior to the
Optional
Termination Date.
|
|
(2)
|
For
each other Accrual Period.
|
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof (A) increased,
in
the case of a Mezzanine Certificate by the amount of any Subsequent Recoveries
added to the Certificate Principal Balance of such Class pursuant to Section
4.01, (B) reduced by the sum of all amounts actually distributed in respect
of
principal of such Class and (C) further reduced, in the case of a Mezzanine
Certificate by Realized Losses allocated thereto on all prior Distribution
Dates. With respect to the Class C Certificates as of any date of determination,
an amount equal to the excess, if any, of (A) the then aggregate Uncertificated
Principal Balance of the REMIC 2 Regular Interests over (B) the then aggregate
Certificate Principal Balances of the Class A, the Mezzanine and the Class
P
Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification
Parties”: As defined in Section 3.25(a)(ii).
“Certifying
Person”: As defined in Section 3.25 (a)(ii).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A
Certificateholder”: Any Holder of a Class A Certificate.
“Class
A
Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4
Certificate.
“Class
A
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
II
Senior Principal Distribution Amount.
“Class
I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-5, representing (i) a
Regular Interest in REMIC 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-15, representing (i) a Regular Interest in
REMIC 4, (ii) beneficial ownership of the Net WAC Rate Carryover Reserve Account
and (iii) beneficial ownership of the Supplemental Interest Trust.
“Class
C
Interest”: An uncertificated interest in the Trust held by the Trustee on behalf
of the Holders of the Class C Certificates, evidencing a Regular Interest in
REMIC 3 for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.08 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 4.08 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-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-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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 57.10%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 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) 65.90% 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-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-8, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-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) 70.10%
and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-9, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-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) 74.40%
and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 78.20%
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-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 80.60%
and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 83.50%
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-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 85.60%
and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-14, representing (i) a Regular Interest
in
REMIC 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 distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 89.10%
and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the positive difference, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
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-16, 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-17 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-18 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”: April 19, 2007.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The segregated account or accounts created and maintained by the
Servicer pursuant to Section 3.10(a), which shall be entitled “Xxxxx Fargo Bank,
N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan
Trust 2007-4, Asset-Backed Certificates, Series 2007-4,” which must be an
Eligible Account.
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: As defined in Section 3.24 hereof.
“Convertible
Mortgage Loan”: Any Adjustable-Rate Mortgage Loan which allows the Mortgagor
thereunder to convert the Mortgage Rate thereon to a fixed Mortgage
Rate.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution
of
this instrument is located at (i) for certificate transfer purposes, Xxxxx
Fargo
Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000,
Attention: Client Manager Option One Series 2007-4, and, (ii) for all other
purposes, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, 00000, Attention: Client
Manager Option One Series 2007-4, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor,
the Servicer, the Originator and the Seller.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
LTIA1
|
Class
I-A-1
|
|
LTIIA1
|
Class
II-A-1
|
|
LTIIA2
|
Class
II-A-2
|
|
LTIIA3
|
Class
II-A-3
|
|
LTIIA4
|
Class
II-A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTP
|
Class
P
|
“Custodian”:
Xxxxx Fargo Bank, N.A., as custodian of the Mortgage Files, and any successor
thereto.
“Cut-off
Date”: With respect to any Mortgage Loan, April 1, 2007. With respect to all
Qualified Substitute Mortgage Loans, their respective dates of substitution.
References herein to the “Cut-off Date,” when used with respect to more than one
Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage
Loans.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid principal
balance thereof as of the Cut-off Date (or as of the applicable date of
substitution with respect to a Qualified Substitute Mortgage Loan), after
application of scheduled payments due thereon, whether or not
received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
have occurred with respect to the Certificates on a Distribution Date if the
Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
25.00%.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans (not including any
Liquidated Mortgage Loan as of the end of the related Prepayment Period)
Delinquent 60 days or more (including Mortgage Loans that are REO Properties,
in
foreclosure or in bankruptcy and that are also Delinquent 60 days or more)
by
(y) the aggregate Stated Principal Balance of the Mortgage Loans (not including
any Liquidated Mortgage Loan as of the end of the related Prepayment Period),
in
each case, as of the last day of the previous calendar month.
“Delinquent”:
Any Mortgage Loan, the Monthly Payment due on a Due Date which is not made
by
the Close of Business on the next scheduled Due Date for such Mortgage Loan.
For
example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment
due on a Due Date is not made by the Close of Business on the second scheduled
Due Date after such Due Date.
“Depositor”:
Option One Mortgage Acceptance Corporation, a Delaware corporation, or any
successor in interest.
“Depository”:
The initial Depository shall be The Depository Trust Company and upon request,
Clearstream Banking Luxembourg and the Euroclear System, whose nominee is Cede
& Co., or any other organization registered as a “clearing agency” pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th day of the calendar month
in which such Distribution Date occurs or, if such 15th day is not a Business
Day, the Business Day immediately preceding such 15th day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by the REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than certain farmers cooperatives described in Section
521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
unless such organization is subject to the tax imposed by Section 511 of the
Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code,
(iv) an “electing large partnership” within the meaning of Section 775 of the
Code or (v) any other Person so designated by the Trustee based upon an Opinion
of Counsel provided by nationally recognized counsel to the Trustee that the
holding of an ownership interest in a Residual Certificate by such Person may
cause any REMIC formed hereunder or any Person having an ownership interest
in
any Class of Certificates (other than such Person) to incur liability for any
federal tax imposed under the Code that would not otherwise be imposed but
for
the transfer of an ownership interest in the Residual Certificate to such
Person. A corporation will not be treated as an instrumentality of the United
States or of any state or political subdivision thereof, if all of its
activities are subject to tax and, a majority of its board of directors is
not
selected by a governmental unit. The terms “United States,” “state” and
“international organizations” shall have the meanings set forth in Section 7701
of the Code.
“Distribution
Account”: The segregated trust account or accounts created and maintained by the
Trustee pursuant to Section 3.10(b) which shall be entitled “Distribution
Account, Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered
Certificateholders of Option One Mortgage Loan Trust 2007-4, Asset-Backed
Certificates, Series 2007-4” and which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in May 2007.
“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 Xxxxx’x and
A-1+ by S&P (or comparable ratings if Xxxxx’x and S&P are not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC (to the limits
established by such corporation), the uninsured deposits in which account are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered
to
the NIMS Insurer, the Trustee and to each Rating Agency, the Certificateholders
will have a claim with respect to the funds in such account or a perfected
first
priority security interest against such collateral (which shall be limited
to
Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with which such
account is maintained, (iii) a trust account or accounts maintained with the
trust department of a federal or state chartered depository institution,
national banking association or trust company acting in its fiduciary capacity
or (iv) an account otherwise acceptable to each Rating Agency without reduction
or withdrawal of their then current ratings of the Certificates as evidenced
by
a letter from each Rating Agency to the Trustee and the NIMS Insurer. Eligible
Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Estate
in Real Property”: A fee simple estate in a parcel of real
property.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if any, of (i)
the
Overcollateralized Amount for such Distribution Date, assuming that 100% of
the
Principal Remittance Amount is applied as a principal payment on such
Distribution Date over (ii) the Overcollateralization Target Amount for such
Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount payable on the Class
C
Certificates on such Distribution Date as reduced by Realized Losses allocated
thereto with respect to such Distribution Date pursuant to Section 4.07 and
(y)
the Overcollateralization Deficiency Amount for such Distribution Date.
“Xxxxxx
Xxx”: Federal National Mortgage Association or any successor
thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Originator
or the Servicer pursuant to or as contemplated by Section 2.03 or 10.01), a
determination made by the Servicer that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which the Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Servicer shall maintain records, prepared by a Servicing
Officer, of each Final Recovery Determination made thereby.
“Fixed-Rate
Mortgage Loan”: A first or second lien Mortgage Loan which provides for a fixed
Mortgage Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are
identified as such on the Mortgage Loan Schedule.
“Fixed
Swap Payment”: With respect to any Distribution Date, the amount calculated
based on a fixed rate as set forth in the Interest Rate Swap
Agreement.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the lesser of (a) the product of (I) the
aggregate Certificate Principal Balance of the outstanding Class A and Mezzanine
Certificates immediately prior to such Distribution Date and (II) 1/250 and
(b)
the related Notional Amount (as defined in the Interest Rate Swap Agreement),
(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 Period End
Date
(as defined in the Interest Rate Swap Agreement) to but excluding the current
Floating Rate Payer Period End Date (or, for the first Distribution Date, the
actual number of days elapsed from the Closing Date to but excluding the first
Floating Rate Payer Period End Date), and the denominator of which is
360.
“Form
8-K
Disclosure Information”: As defined in Section 3.25(a)(ii).
“Formula
Rate”: For any Distribution Date and any Class of the Class A Certificates and
the Mezzanine Certificates, the lesser of (i) LIBOR plus the related Certificate
Margin and (ii) the applicable Maximum Cap Rate.
“Xxxxxxx
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 the sum of (ii) the Overcollateralization Release Amount, if any, for
such
Distribution Date multiplied by the Group I Allocation Percentage and (iii)
any
part of the Net Swap Payment or Swap Termination Payment due to the Swap
Provider (other than a Swap Termination Payment resulting from a Swap Provider
Trigger Event) not paid on such Distribution Date from the Group I Interest
Remittance Amount.
“Group
I
Certificates”: The Class
I-A-1 Certificates.
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group I Mortgage Loans minus
a pro
rata
portion (based on the aggregate Stated Principal Balance of the Group I Mortgage
Loans over the aggregate Stated Principal Balance of the Mortgage Loans) of
the
sum of any Net Swap Payment owed to the Swap Provider on that Distribution
Date
and any Swap Termination Payment or unpaid portion thereof owed to the Swap
Provider on that Distribution Date (other than a Swap Termination Payment
resulting from a Swap Provider Trigger Event).
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. The aggregate
Principal Balance of the Group I Mortgage Loans as of the Cut-off Date is equal
to $624,031,175.71.
“Group
I
Overcollateralization Floor”: With respect to the Group I Certificates,
$3,120,155.88.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Basic Principal Distribution Amount for such Distribution
Date and (ii) the Extra Principal Distribution Amount for such Distribution
Date
multiplied by the Group I Allocation Percentage.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on the Group
I
Mortgage Loans by the Servicer that were due during the related Due Period,
(ii)
the principal portion of all partial and full principal prepayments of the
Group
I Mortgage Loans received by the Servicer during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received during such Prepayment Period with
respect to the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group I Mortgage Loan, deposited
to
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustments deposited in the Collection Account
during such Prepayment Period with respect to the Group I Mortgage Loans 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) 48.10%
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 the sum of (ii) the Overcollateralization Release Amount, if any,
for
such Distribution Date multiplied by the Group II Allocation Percentage and
(iii) any part of the Net Swap Payment or Swap Termination Payment due to the
Swap Provider (other than a Swap Termination Payment resulting from a Swap
Provider Trigger Event) not paid on such Distribution Date from the Group II
Interest Remittance Amount.
“Group
II
Certificates”: Any Class II-A-1 Certificates, Class II-A-2 Certificates, Class
II-A-3 Certificates and Class II-A-4 Certificates.
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group II Mortgage Loans minus a pro
rata portion (based
on the aggregate Stated Principal Balance of the Group II Mortgage Loans over
the aggregate Stated Principal Balance of the Mortgage Loans)
of the
sum of any Net Swap Payment owed to the Swap Provider on that Distribution
Date
and any Swap Termination Payment or unpaid portion thereof owed to the Swap
Provider on that Distribution Date (other than a Swap Termination Payment
resulting from a Swap Provider Trigger Event).
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. The aggregate
Principal Balance of the Group II Mortgage Loans as of the Cut-off Date is
equal
to $575,968,827.95.
“Group
II
Overcollateralization Floor”: With respect to the Group II Certificates,
$2,879,844.14.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group II Basic Principal Distribution Amount for such Distribution
Date and (ii) the Extra Principal Distribution Amount for such Distribution
Date
multiplied by the Group II Allocation Percentage.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
(i) each scheduled payment of principal collected or advanced on the Group
II
Mortgage Loans by the Servicer that were due during the related Due Period,
(ii)
the principal portion of all partial and full principal prepayments of the
Group
II Mortgage Loans received by the Servicer during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received during such Prepayment Period with
respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group II Mortgage Loan, deposited
to
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustments deposited in the Collection Account
during such Prepayment Period with respect to the Group II Mortgage Loans 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) 48.10%
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 X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8 and Class M-9 Certificates.
“Holder”:
See “Certificateholder.”
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer and their respective Affiliates,
(b) does not have any direct financial interest in or any material indirect
financial interest in the Depositor or the Servicer or any Affiliate thereof,
and (c) is not connected with the Depositor or the Servicer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided,
however,
that a
Person shall not fail to be Independent of the Depositor or the Servicer or
any
Affiliate thereof merely because such Person is the beneficial owner of 1%
or
less of any class of securities issued by the Depositor or the Servicer or
any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as each such
REMIC does not receive or derive any income from such Person and provided that
the relationship between such Person and such REMIC is at arm’s length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Servicer) if the Trustee has received an Opinion
of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that
is
otherwise herein contemplated to be taken by an Independent Contractor will
not
cause such REO Property to cease to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause
any
income realized in respect of such REO Property to fail to qualify as Rents
from
Real Property.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or Residual Certificates (or any
portion thereof) which may or may not be guaranteed by the NIMS
Insurer.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and 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 Servicer and are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions
of
the related Mortgage Note and Mortgage.
“Interest
Determination Date”: With respect to the Class A Certificates and the Mezzanine
Certificates and each related Accrual Period, the second LIBOR Business Day
preceding the commencement of such Accrual Period.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated the Closing Date,
between the Supplemental Interest Trust Trustee and the Swap Provider, including
any schedule, confirmations, credit support annex or other credit support
document relating thereto, and attached hereto as Exhibit I.
“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.
“Latest
Possible Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement.
“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 Reuters
Screen LIBOR01 Page, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on the Reuters Screen LIBOR01
Page, 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.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03 or Section 10.01. With respect to any REO Property, either
of
the following events: (i) a Final Recovery Determination is made as to such
REO
Property or (ii) such REO Property is removed from the Trust Fund by reason
of
its being sold or purchased pursuant to Section 3.23 or Section
10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.23 or
Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Principal Balance of the Mortgage
Loan
(and, with respect to any second lien Mortgage Loan, the Principal Balance
of
the related first lien Mortgage Loan plus the Principal Balance of such second
lien Mortgage Loan), and the denominator of which is the Value of the related
Mortgaged Property.
“Loan
Group”: Any of 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
Xxxxxx Xxx and Xxxxxxx 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 Xxxxxx Mae and Xxxxxxx Mac guidelines identified in the Mortgage
Loan Schedule as having been assigned to Loan Group II.
“Loss
Mitigation Procedures”: The policies and procedures set forth in Exhibit G
hereto relating to the realization on delinquent Mortgage Loans.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the Originator certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note) and indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in the form
of
Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for REMIC
2
Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC
2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTIIA4,
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, 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.
“Maximum
Cap Rate”: With
respect to any Class of Class A Certificates and Mezzanine Certificates and
any
Distribution Date, a per annum rate equal to the product of (1) the sum of
(a)
the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
Loans for such Distribution Date (weighted based on the Stated Principal
Balances of the Mortgage Loans as of the first day of the related Due Period,
or, in the case of the first Distribution Date, the Cut-off Date, adjusted,
except in the case of the first Distribution Date, to reflect unscheduled
principal payments made thereafter during the Prepayment Period that includes
such first day of the related Due Period) minus the Swap Expense Rate and (b)
a
per annum rate equal to an amount, expressed as a percentage, equal to a
fraction, the numerator of which is the Net Swap Payment made by the Swap
Provider and the denominator of which is the aggregate Stated Principal Balance
of the Mortgage Loans as of the first day of the related Due Period or, in
the
case of the first Distribution Date, the Cut-off Date (adjusted, except in
the
case of the first Distribution Date, to reflect unscheduled principal payments
made thereafter during the Prepayment Period that includes such first day of
the
related Due Period), multiplied by 12, and (2) 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.
“Maximum
LTZZ Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
in
each case for such Distribution Date, over (ii) Uncertificated Interest on
REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTIIA4, 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 for such Distribution
Date,
with the rate on each such REMIC 2 Regular Interest subject to a cap equal
to
the lesser of (i) LIBOR plus the related Certificate Margin and (ii) the related
Net WAC Rate provided, however, that solely for this purpose, calculations
of
the Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
to each such REMIC 2 Regular Interest shall be multiplied by a fraction, the
numerator of which is the actual number of days in the Accrual Period and the
denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“Mezzanine
Certificate”: Any Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
Certificates, Class M-7 Certificates, Class M-8 Certificates and Class M-9
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 and the Class C Certificates and any Distribution Date
the amount of interest accrued during the related Accrual Period at the related
Pass-Through Rate on the Certificate Principal Balance (or Notional Amount
in
the case of the Class C Certificates) of such Class immediately prior to such
Distribution Date, reduced by any Net Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls as allocated to such Certificate as provided in Section
1.03 and based on its respective entitlements to interest irrespective of any
Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution Date).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.01; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: As defined in Section 4.03(a) hereof.
“Moody’s”:
Xxxxx’x Investors Service, Inc. or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien or second
lien on, or first or second priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01, Section 2.03(d) or Section 2.08 as from time to time held as
a
part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement among the Originator, the Sellers and
the Depositor, regarding the transfer of the Mortgage Loans by the Sellers
to or
at the direction of the Depositor, substantially in the form attached hereto
as
Exhibit C.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule shall
be prepared by the Originator and shall set forth the following information
with
respect to each Mortgage Loan, as applicable:
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(1)
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the
Mortgage Loan identifying number;
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(2)
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[reserved];
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(3)
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the
state and zip code of the Mortgaged
Property;
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(4)
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a
code indicating whether the Mortgaged Property was represented
by the
borrower, at the time of origination, as being
owner-occupied;
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(5)
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the
type of Residential Dwelling constituting the Mortgaged
Property;
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(6)
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the
original months to maturity;
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(7)
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the
stated remaining months to maturity from the Cut-off Date based
on the
original amortization schedule;
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(8)
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the
Loan-to-Value Ratio at origination;
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(9)
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the
Mortgage Rate in effect immediately following the Cut-off
Date;
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(10)
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the
date on which the first Monthly Payment was due on the Mortgage
Loan;
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(11)
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the
stated maturity date;
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(12)
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the
amount of the Monthly Payment at
origination;
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(13)
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the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date;
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(14)
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the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
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(15)
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the
original principal amount of the Mortgage
Loan;
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(16)
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the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date;
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(17)
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a
code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, rate/term refinancing, cash-out
refinancing);
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(18)
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the
Mortgage Rate at origination;
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(19)
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a
code indicating the documentation program (i.e.,
full documentation, limited documentation, stated income
documentation);
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(20)
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the
risk grade;
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(21)
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the
Value of the Mortgaged Property;
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(22)
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the
sale price of the Mortgaged Property, if
applicable;
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(23)
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the
actual unpaid principal balance of the Mortgage Loan as of the
Cut-off
Date;
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(24)
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the
type and term of the related Prepayment
Charge;
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(25)
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the
rounding code;
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(26)
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the
program code;
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(27)
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a
code indicating the lien priority for Mortgage
Loans;
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(28)
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with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage
Rate;
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(29)
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with
respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
Rate;
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(30)
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with
respect to each Adjustable Rate Mortgage Loan, the Gross
Margin;
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