OPTION ONE MORTGAGE LOAN TRUST 2007-FXD1
ASSET-BACKED
CERTIFICATES, SERIES 2007-FXD1
AMENDMENT
NO. 1
Amendment
No. 1 (the “Amendment”), dated April 20, 2007 and effective as of January 1,
2007, among Option One Mortgage Acceptance Corporation, as depositor (the
“Depositor”), Option One Mortgage Corporation, as servicer (the “Servicer”) and
▇▇▇▇▇ Fargo Bank, N.A., as trustee (the “Trustee”), to the Pooling and Servicing
Agreement, relating to the above-captioned Asset Backed Certificates (the
“Agreement”), dated as of January 1, 2007, among the Depositor, the Servicer and
the Trustee. Capitalized terms used herein but not defined herein shall have
the
meanings ascribed thereto in the Agreement.
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1.
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Amendment.
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In
consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Agreement as follows:
Section
4.06 of the Agreement is hereby amended with the following bold and double
underlined language:
SECTION
4.06. Distributions
on the REMIC Regular Interests.
(a) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC 1 to
REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:
(i) to
Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
I-1-A
through I-20-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
Interest for such REMIC 1 Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, payments of principal shall be allocated to REMIC 1 Regular Interest
I,
then to REMIC 1 Regular Interests I-1-A through I-20-B starting with the lowest
numerical denomination until the Uncertificated Principal Balance of each such
REMIC 1 Regular Interest is reduced to zero; and
(iii) to
the
Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges and (B) on the
Distribution Date immediately following the expiration of the latest Prepayment
Charge as identified on the Prepayment Charge Schedule or any Distribution
Date
thereafter, at which point such amount shall be distributed to REMIC 1 Regular
Interest LTP,
until
$100 has been distributed pursuant to this clause.
(b) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 2 to REMIC 3 on account of
the
REMIC 2 Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class
R-2 Interest), as the case may be:
(i) first,
to
the Holder of REMIC 2 Regular Interest LT-IO in an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC 2 Regular Interest for
such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates and then to the Holders of REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC
2
Regular Interest LTIIIA1, REMIC 2 Regular Interest LTIIIA2, REMIC 2 Regular
Interest LTIIIA3, REMIC 2 Regular Interest LTIIIA4, REMIC 2 Regular Interest
LTIIIA5, REMIC 2 Regular Interest LTIIIA6 and REMIC 2 Regular Interest LTZZ,
pro
rata, in an amount equal to (A) the Uncertificated Accrued Interest for each
such REMIC 2 Regular Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC 2 Regular
Interest LTZZ shall be reduced and deferred when the REMIC 2
Overcollateralization Amount is less than the REMIC 2 Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the REMIC 2 Regular Interest LTZZ Maximum Interest Deferral Amount
and
such amount will be payable to the Holders of REMIC 2 Regular Interest LTIA1,
REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIIA1, REMIC 2
Regular Interest LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular
Interest LTIIIA4, REMIC 2 Regular Interest LTIIIA5 and REMIC 2 Regular Interest
LTIIIA6, in the same proportion as the Overcollateralization Deficiency is
allocated to the Corresponding Certificates and the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTZZ shall be increased by such
amount;
(ii) second,
to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
of the REMIC 2 Marker Allocation Percentage of the Interest Remittance Amount
and the Principal Payment Amount for such Distribution Date after the
distributions made pursuant to clause (i) above, allocated as
follows:
(A) 98.00%
of
such remainder (other than amounts payable under clause (C) below) to the
Holders of REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTP,
until
the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced
to zero, provided, however, that the Uncertificated Principal Balance of REMIC
2
Regular Interest LT-P shall not be reduced until the
Distribution Date immediately
following the expiration of the latest Prepayment Charge as identified on the
Prepayment Charge Schedule
or any
Distribution Date thereafter, at which point such amount shall be distributed
to
REMIC 2 Regular Interest LT-P, until $100 has been distributed pursuant to
this
clause;
(B) 2.00%
of
such remainder, first, to the Holders REMIC 2 Regular Interest LTIA1, REMIC
2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIIA1, REMIC 2 Regular
Interest LTIIIA2, REMIC 2 Regular Interest LTIIIA3, REMIC 2 Regular Interest
LTIIIA4, REMIC 2 Regular Interest LTIIIA5 and REMIC 2 Regular Interest LTIIIA6,
1% in the same proportion as principal payments are allocated to the
Corresponding Certificates, until the Uncertificated Principal Balances of
such
REMIC 2 Regular Interests are reduced to zero and second, to the Holders of
REMIC 2 Regular Interest LTZZ (other than amounts payable under the proviso
below), until the Uncertificated Principal Balance of such REMIC 2 Regular
Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-II Interest).
provided,
however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated
to
Holders of (i) REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTP,
in that order and (ii) REMIC 2 Regular Interest LTZZ, respectively; provided
that REMIC 2 Regular Interest LTP shall not be reduced until the
Distribution Date immediately
following the expiration of the latest Prepayment Charge as identified on the
Prepayment Charge Schedule or any Distribution Date
thereafter,
at which
point such amount shall be distributed to REMIC 2 Regular Interest LTP, until
$100 has been distributed pursuant to this clause.
(iii) third,
to
the Holders of REMIC 2 Regular Interest LT-SC, REMIC 2 Regular Interest LT-NSC
and REMIC 2 Regular Interest LT-XX, pro rata, in an amount equal to (A) the
Uncertificated Accrued Interest for each such REMIC 2 Regular Interest for
such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates; and
(iv) fourth,
to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
of the REMIC 2 SC Allocation Percentage of the Interest Remittance Amount and
the Principal Payment Amount for such Distribution Date after the distributions
made pursuant to clause (iii) above, such that distributions of principal shall
be deemed to be made to the REMIC 2 Regular Interests first, so as to keep
the
Uncertificated Principal Balance of REMIC 2 Regular Interest LT-SC and REMIC
2
Regular Interest LT-NSC equal to 0.01% of the aggregate Certificate Principal
Balance of the related Corresponding Certificates; second, any remaining
principal to REMIC 2 Regular Interest LT-XX.
(iv)
Notwithstanding
the distributions described in this Section 4.06, distribution of funds shall
be
made only in accordance with Section 4.01.
On
each
Distribution Date, 100% of the amounts distributed on REMIC 2 Regular Interest
LTIO shall be deemed distributed by REMIC 2 to REMIC 3 in respect of the Class
Swap-IO Interest. Such amounts shall be deemed distributed by REMIC 3 to REMIC
6
in respect of REMIC 6 Regular Interest Swap IO. Such amounts shall be deemed
distributed by REMIC 6 to the Swap Administrator for deposit into the Swap
Account.
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2.
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Counterparts.
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This
Amendment may be executed simultaneously in any number of counterparts, each
of
which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.
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3.
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Governing
Law.
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This
Amendment shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
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4.
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Severability
of Provisions.
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If
any
one or more of the covenants, agreements, provisions or terms of this Amendment
for any reason whatsoever shall be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Amendment and shall in no
way
affect the validity or enforceability of the other provisions of this
Amendment.
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5.
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Successors
and Assigns.
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The
provisions of this Amendment shall be binding upon and inure to the benefit
of
the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders.
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6.
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Article
and Section Headings.
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The
article and section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
IN
WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
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OPTION
ONE MORTGAGE ACCEPTANCE
CORPORATION
as
Depositor
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: |
Assistant
Secretary
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OPTION
ONE MORTGAGE CORPORATION
as
Servicer
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| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: |
Vice
President
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▇▇▇▇▇
FARGO BANK, N.A., as Trustee
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: |
Vice
President
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