BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor, EMC MORTGAGE CORPORATION Seller and Master Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of January 1, 2007 BEAR STEARNS ASSET BACKED SECURITIES I...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor,
EMC
MORTGAGE CORPORATION
Seller
and Master Servicer
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of January 1, 2007
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2007-AQ1
ASSET-BACKED
CERTIFICATES, SERIES 2007-AQ1
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF TRUST FUND
|
Section
2.01
|
Conveyance
of Trust Fund.
|
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the Seller.
|
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and Repurchases.
|
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.03
|
Subservicers.
|
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer To Be Held
for
Trustee.
|
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans.
|
|
Section
3.10
|
Servicing
Compensation.
|
|
Section
3.11
|
REO
Property.
|
|
Section
3.12
|
Liquidation
Reports.
|
|
Section
3.13
|
Annual
Statement as to Compliance.
|
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.15
|
Books
and Records.
|
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
|
Section
3.18
|
UCC.
|
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
|
Section
3.21
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
|
Section
3.22
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M Certificates.
|
|
Section
3.23
|
Advancing
Facility.
|
ARTICLE
IV
ACCOUNTS
|
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
|
|
Section
4.04
|
Distribution
Account.
|
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
|
Section
4.06
|
Class
P Certificate Account.
|
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
|
Section
5.01
|
Advances.
|
|
Section
5.02
|
Compensating
Interest Payments.
|
|
Section
5.03
|
REMIC
Distributions.
|
|
Section
5.04
|
Distributions.
|
|
Section
5.05
|
Allocation
of Realized Losses.
|
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VI
THE
CERTIFICATES
|
Section
6.01
|
The
Certificates.
|
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of Certificates.
|
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
6.04
|
Persons
Deemed Owners.
|
|
Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
|
Section
6.06
|
Book-Entry
Certificates.
|
|
Section
6.07
|
Notices
to Depository.
|
|
Section
6.08
|
Definitive
Certificates.
|
|
Section
6.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
|
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
|
Section
7.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and Others.
|
|
Section
7.05
|
Master
Servicer Not to Resign.
|
|
Section
7.06
|
Successor
Master Servicer.
|
|
Section
7.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
|
Section
8.01
|
Events
of Default.
|
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
|
Section
8.03
|
Notification
to Certificateholders.
|
|
Section
8.04
|
Waiver
of Defaults.
|
ARTICLE
IX
CONCERNING
THE TRUSTEE
|
Section
9.01
|
Duties
of Trustee.
|
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
Section
9.04
|
Trustee
May Own Certificates.
|
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
|
Section
9.07
|
Insurance.
|
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
|
Section
9.09
|
Successor
Trustee.
|
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
9.12
|
Tax
Matters.
|
ARTICLE
X
TERMINATION
|
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
|
Section
10.02
|
Final
Distribution on the Certificates.
|
|
Section
10.03
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
Section
11.01
|
Amendment.
|
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
|
Section
11.03
|
Governing
Law.
|
|
Section
11.04
|
Intention
of Parties.
|
|
Section
11.05
|
Notices.
|
|
Section
11.06
|
Severability
of Provisions.
|
|
Section
11.07
|
Assignment.
|
|
Section
11.08
|
Limitation
on Rights of Certificateholders.
|
|
Section
11.09
|
Inspection
and Audit Rights.
|
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
|
Section
11.11
|
Third
Party Rights.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
Form
of Class M Certificates
|
|
Exhibit
A-3
|
Form
of Class P Certificates
|
|
Exhibit
A-4
|
Form
of Class CE Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transfer Affidavit
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Form
of Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Swap
Agreement
|
|
Exhibit
N
|
[Reserved]
|
|
Exhibit
O
|
[Reserved]
|
|
Exhibit
P
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
Q
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
R
|
Additional
Disclosure Notification
|
POOLING
AND SERVICING AGREEMENT, dated as of January 1, 2007, among BEAR XXXXXXX
ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
REMIC
I
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject
to
this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
Amounts and, for the avoidance of doubt, the Supplemental Interest Trust,
the
Swap Agreement, the Swap Account, the Swap Collateral Account and any rights
or
obligations in respect of the Swap Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC I”. The Class R-1 Certificates will be the
sole class of Residual Interests (as defined herein) in REMIC I for purposes
of
the REMIC Provisions (as defined herein). The following table irrevocably
sets
forth the designation, the Uncertificated REMIC I 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 I Regular Interests (as defined herein). None of the REMIC
I
Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
||
|
I-1-A
|
Variable(2)
|
$
|
2,391,460.53
|
December
25, 2036
|
|
|
I-1-B
|
Variable(2)
|
$
|
2,391,460.53
|
December
25, 2036
|
|
|
I-2-A
|
Variable(2)
|
$
|
2,859,929.15
|
December
25, 2036
|
|
|
I-2-B
|
Variable(2)
|
$
|
2,859,929.15
|
December
25, 2036
|
|
|
I-3-A
|
Variable(2)
|
$
|
3,322,387.45
|
December
25, 2036
|
|
|
I-3-B
|
Variable(2)
|
$
|
3,322,387.45
|
December
25, 2036
|
|
|
I-4-A
|
Variable(2)
|
$
|
3,775,037.63
|
December
25, 2036
|
|
|
I-4-B
|
Variable(2)
|
$
|
3,775,037.63
|
December
25, 2036
|
|
|
I-5-A
|
Variable(2)
|
$
|
4,213,994.78
|
December
25, 2036
|
|
|
I-5-B
|
Variable(2)
|
$
|
4,213,994.78
|
December
25, 2036
|
|
|
I-6-A
|
Variable(2)
|
$
|
4,634,616.62
|
December
25, 2036
|
|
|
I-6-B
|
Variable(2)
|
$
|
4,634,616.62
|
December
25, 2036
|
|
|
I-7-A
|
Variable(2)
|
$
|
5,032,426.58
|
December
25, 2036
|
|
|
I-7-B
|
Variable(2)
|
$
|
5,032,426.58
|
December
25, 2036
|
|
|
I-8-A
|
Variable(2)
|
$
|
5,400,014.14
|
December
25, 2036
|
|
|
I-8-B
|
Variable(2)
|
$
|
5,400,014.14
|
December
25, 2036
|
|
|
I-9-A
|
Variable(2)
|
$
|
5,549,943.84
|
December
25, 2036
|
|
|
I-9-B
|
Variable(2)
|
$
|
5,549,943.84
|
December
25, 2036
|
|
|
I-10-A
|
Variable(2)
|
$
|
5,330,389.25
|
December
25, 2036
|
|
|
I-10-B
|
Variable(2)
|
$
|
5,330,389.25
|
December
25, 2036
|
|
|
I-11-A
|
Variable(2)
|
$
|
5,118,074.78
|
December
25, 2036
|
|
|
I-11-B
|
Variable(2)
|
$
|
5,118,074.78
|
December
25, 2036
|
|
|
I-12-A
|
Variable(2)
|
$
|
4,914,548.18
|
December
25, 2036
|
|
|
I-12-B
|
Variable(2)
|
$
|
4,914,548.18
|
December
25, 2036
|
|
|
I-13-A
|
Variable(2)
|
$
|
4,719,433.64
|
December
25, 2036
|
|
|
I-13-B
|
Variable(2)
|
$
|
4,719,433.64
|
December
25, 2036
|
|
|
I-14-A
|
Variable(2)
|
$
|
4,532,371.74
|
December
25, 2036
|
|
|
I-14-B
|
Variable(2)
|
$
|
4,532,371.74
|
December
25, 2036
|
|
|
I-15-A
|
Variable(2)
|
$
|
4,353,018.91
|
December
25, 2036
|
|
|
I-15-B
|
Variable(2)
|
$
|
4,353,018.91
|
December
25, 2036
|
|
|
I-16-A
|
Variable(2)
|
$
|
4,181,046.59
|
December
25, 2036
|
|
|
I-16-B
|
Variable(2)
|
$
|
4,181,046.59
|
December
25, 2036
|
|
|
I-17-A
|
Variable(2)
|
$
|
4,016,140.61
|
December
25, 2036
|
|
|
I-17-B
|
Variable(2)
|
$
|
4,016,140.61
|
December
25, 2036
|
|
|
I-18-A
|
Variable(2)
|
$
|
3,858,000.57
|
December
25, 2036
|
|
|
I-18-B
|
Variable(2)
|
$
|
3,858,000.57
|
December
25, 2036
|
|
|
I-19-A
|
Variable(2)
|
$
|
3,706,339.16
|
December
25, 2036
|
|
|
I-19-B
|
Variable(2)
|
$
|
3,706,339.16
|
December
25, 2036
|
|
|
I-20-A
|
Variable(2)
|
$
|
3,560,881.64
|
December
25, 2036
|
|
|
I-20-B
|
Variable(2)
|
$
|
3,560,881.64
|
December
25, 2036
|
|
|
I-21-A
|
Variable(2)
|
$
|
3,419,611.36
|
December
25, 2036
|
|
|
I-21-B
|
Variable(2)
|
$
|
3,419,611.36
|
December
25, 2036
|
|
|
I-22-A
|
Variable(2)
|
$
|
3,285,098.89
|
December
25, 2036
|
|
|
I-22-B
|
Variable(2)
|
$
|
3,285,098.89
|
December
25, 2036
|
|
|
I-23-A
|
Variable(2)
|
$
|
3,156,889.63
|
December
25, 2036
|
|
|
I-23-B
|
Variable(2)
|
$
|
3,156,889.63
|
December
25, 2036
|
|
|
I-24-A
|
Variable(2)
|
$
|
3,033,890.86
|
December
25, 2036
|
|
|
I-24-B
|
Variable(2)
|
$
|
3,033,890.86
|
December
25, 2036
|
|
|
I-25-A
|
Variable(2)
|
$
|
2,915,883.07
|
December
25, 2036
|
|
|
I-25-B
|
Variable(2)
|
$
|
2,915,883.07
|
December
25, 2036
|
|
|
I-26-A
|
Variable(2)
|
$
|
2,802,656.28
|
December
25, 2036
|
|
|
I-26-B
|
Variable(2)
|
$
|
2,802,656.28
|
December
25, 2036
|
|
|
I-27-A
|
Variable(2)
|
$
|
2,693,513.96
|
December
25, 2036
|
|
|
I-27-B
|
Variable(2)
|
$
|
2,693,513.96
|
December
25, 2036
|
|
|
I-28-A
|
Variable(2)
|
$
|
2,589,234.30
|
December
25, 2036
|
|
|
I-28-B
|
Variable(2)
|
$
|
2,589,234.30
|
December
25, 2036
|
|
|
I-29-A
|
Variable(2)
|
$
|
2,489,211.15
|
December
25, 2036
|
|
|
I-29-B
|
Variable(2)
|
$
|
2,489,211.15
|
December
25, 2036
|
|
|
I-30-A
|
Variable(2)
|
$
|
2,393,207.60
|
December
25, 2036
|
|
|
I-30-B
|
Variable(2)
|
$
|
2,393,207.60
|
December
25, 2036
|
|
|
I-31-A
|
Variable(2)
|
$
|
2,301,060.21
|
December
25, 2036
|
|
|
I-31-B
|
Variable(2)
|
$
|
2,301,060.21
|
December
25, 2036
|
|
|
I-32-A
|
Variable(2)
|
$
|
2,212,620.79
|
December
25, 2036
|
|
|
I-32-B
|
Variable(2)
|
$
|
2,212,620.79
|
December
25, 2036
|
|
|
I-33-A
|
Variable(2)
|
$
|
2,126,682.62
|
December
25, 2036
|
|
|
I-33-B
|
Variable(2)
|
$
|
2,126,682.62
|
December
25, 2036
|
|
|
I-34-A
|
Variable(2)
|
$
|
2,044,913.31
|
December
25, 2036
|
|
|
I-34-B
|
Variable(2)
|
$
|
2,044,913.31
|
December
25, 2036
|
|
|
I-35-A
|
Variable(2)
|
$
|
1,966,752.74
|
December
25, 2036
|
|
|
I-35-B
|
Variable(2)
|
$
|
1,966,752.74
|
December
25, 2036
|
|
|
I-36-A
|
Variable(2)
|
$
|
1,891,707.59
|
December
25, 2036
|
|
|
I-36-B
|
Variable(2)
|
$
|
1,891,707.59
|
December
25, 2036
|
|
|
I-37-A
|
Variable(2)
|
$
|
1,819,647.85
|
December
25, 2036
|
|
|
I-37-B
|
Variable(2)
|
$
|
1,819,647.85
|
December
25, 2036
|
|
|
I-38-A
|
Variable(2)
|
$
|
1,750,454.28
|
December
25, 2036
|
|
|
I-38-B
|
Variable(2)
|
$
|
1,750,454.28
|
December
25, 2036
|
|
|
I-39-A
|
Variable(2)
|
$
|
1,683,799.61
|
December
25, 2036
|
|
|
I-39-B
|
Variable(2)
|
$
|
1,683,799.61
|
December
25, 2036
|
|
|
I-40-A
|
Variable(2)
|
$
|
1,619,982.31
|
December
25, 2036
|
|
|
I-40-B
|
Variable(2)
|
$
|
1,619,982.31
|
December
25, 2036
|
|
|
I-41-A
|
Variable(2)
|
$
|
1,558,699.03
|
December
25, 2036
|
|
|
I-41-B
|
Variable(2)
|
$
|
1,558,699.03
|
December
25, 2036
|
|
|
I-42-A
|
Variable(2)
|
$
|
1,499,834.19
|
December
25, 2036
|
|
|
I-42-B
|
Variable(2)
|
$
|
1,499,834.19
|
December
25, 2036
|
|
|
I-43-A
|
Variable(2)
|
$
|
1,443,286.75
|
December
25, 2036
|
|
|
I-43-B
|
Variable(2)
|
$
|
1,443,286.75
|
December
25, 2036
|
|
|
I-44-A
|
Variable(2)
|
$
|
1,388,965.96
|
December
25, 2036
|
|
|
I-44-B
|
Variable(2)
|
$
|
1,388,965.96
|
December
25, 2036
|
|
|
I-45-A
|
Variable(2)
|
$
|
1,336,776.17
|
December
25, 2036
|
|
|
I-45-B
|
Variable(2)
|
$
|
1,336,776.17
|
December
25, 2036
|
|
|
I-46-A
|
Variable(2)
|
$
|
1,286,631.94
|
December
25, 2036
|
|
|
I-46-B
|
Variable(2)
|
$
|
1,286,631.94
|
December
25, 2036
|
|
|
I-47-A
|
Variable(2)
|
$
|
1,238,452.79
|
December
25, 2036
|
|
|
I-47-B
|
Variable(2)
|
$
|
1,238,452.79
|
December
25, 2036
|
|
|
I-48-A
|
Variable(2)
|
$
|
28,678,141.68
|
December
25, 2036
|
|
|
I-48-B
|
Variable(2)
|
$
|
28,678,141.68
|
December
25, 2036
|
|
|
I-49-A
|
Variable(2)
|
$
|
143,441.12
|
December
25, 2036
|
|
|
I-49-B
|
Variable(2)
|
$
|
143,441.12
|
December
25, 2036
|
|
|
I-50-A
|
Variable(2)
|
$
|
138,964.26
|
December
25, 2036
|
|
|
I-50-B
|
Variable(2)
|
$
|
138,964.26
|
December
25, 2036
|
|
|
I-51-A
|
Variable(2)
|
$
|
134,626.64
|
December
25, 2036
|
|
|
I-51-B
|
Variable(2)
|
$
|
134,626.64
|
December
25, 2036
|
|
|
I-52-A
|
Variable(2)
|
$
|
130,423.92
|
December
25, 2036
|
|
|
I-52-B
|
Variable(2)
|
$
|
130,423.92
|
December
25, 2036
|
|
|
I-53-A
|
Variable(2)
|
$
|
126,351.93
|
December
25, 2036
|
|
|
I-53-B
|
Variable(2)
|
$
|
126,351.93
|
December
25, 2036
|
|
|
I-54-A
|
Variable(2)
|
$
|
122,406.61
|
December
25, 2036
|
|
|
I-54-B
|
Variable(2)
|
$
|
122,406.61
|
December
25, 2036
|
|
|
I-55-A
|
Variable(2)
|
$
|
118,651.14
|
December
25, 2036
|
|
|
I-55-B
|
Variable(2)
|
$
|
118,651.14
|
December
25, 2036
|
|
|
I-56-A
|
Variable(2)
|
$
|
114,943.73
|
December
25, 2036
|
|
|
I-56-B
|
Variable(2)
|
$
|
114,943.73
|
December
25, 2036
|
|
|
I-57-A
|
Variable(2)
|
$
|
111,440.19
|
December
25, 2036
|
|
|
I-57-B
|
Variable(2)
|
$
|
111,440.19
|
December
25, 2036
|
|
|
I-58-A
|
Variable(2)
|
$
|
108,027.73
|
December
25, 2036
|
|
|
I-58-B
|
Variable(2)
|
$
|
108,027.73
|
December
25, 2036
|
|
|
I-59-A
|
Variable(2)
|
$
|
104,715.76
|
December
25, 2036
|
|
|
I-59-B
|
Variable(2)
|
$
|
104,715.76
|
December
25, 2036
|
|
|
I-60-A
|
Variable(2)
|
$
|
3,220,205.78
|
December
25, 2036
|
|
|
I-60-B
|
Variable(2)
|
$
|
3,220,205.78
|
December
25, 2036
|
|
|
P
|
0.00%
|
$
|
100.00
|
December
25, 2036
|
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
| (2) | Calculated in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate” herein. |
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class R-2 Certificates will be the sole class of Residual Interests in
REMIC
II for purposes of the REMIC Provisions. The following table irrevocably
sets
forth the designation, the Uncertificated REMIC II 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 II Regular Interests (as defined herein). None of
the REMIC II Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC II Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
|
AA
|
Variable(2)
|
$
|
346,276,848.60
|
December
25, 2036
|
|
A-1
|
Variable(2)
|
$
|
1,802,890.00
|
December
25, 2036
|
|
A-2
|
Variable(2)
|
$
|
618,280.00
|
December
25, 2036
|
|
A-3
|
Variable(2)
|
$
|
221,840.00
|
December
25, 2036
|
|
M-1
|
Variable(2)
|
$
|
139,570.00
|
December
25, 2036
|
|
M-2
|
Variable(2)
|
$
|
128,970.00
|
December
25, 2036
|
|
M-3
|
Variable(2)
|
$
|
79,500.00
|
December
25, 2036
|
|
M-4
|
Variable(2)
|
$
|
68,900.00
|
December
25, 2036
|
|
M-5
|
Variable(2)
|
$
|
63,600.00
|
December
25, 2036
|
|
M-6
|
Variable(2)
|
$
|
58,300.00
|
December
25, 2036
|
|
M-7
|
Variable(2)
|
$
|
58,300.00
|
December
25, 2036
|
|
M-8
|
Variable(2)
|
$
|
47,700.00
|
December
25, 2036
|
|
M-9
|
Variable(2)
|
$
|
49,470.00
|
December
25, 2036
|
|
M-10
|
Variable(2)
|
$
|
54,770.00
|
December
25, 2036
|
|
ZZ
|
Variable(2)
|
$
|
3,674,784.46
|
December
25, 2036
|
|
IO
|
(2)
|
$
|
(3)
|
December
25, 2036
|
|
P
|
0.00%
|
$
|
100.00
|
December
25, 2036
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount
calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class CE Interest, Class P Interest and Class
IO
Interest) and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more of the
Regular Interests in REMIC III created hereunder.
Each
Certificate, other than the Class P, Class CE and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis
Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the
obligation to pay Class IO Distribution Amounts (as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated Principal Balance
|
Latest
Possible Maturity Date(1)
|
|
|
A-1(2)
|
Variable(3)
|
$
|
180,289,000.00
|
December
25, 2036
|
|
A-2(2)
|
Variable(3)
|
$
|
61,828,000.00
|
December
25, 2036
|
|
A-3(2)
|
Variable(3)
|
$
|
22,184,000.00
|
December
25, 2036
|
|
M-1(2)
|
Variable(3)
|
$
|
13,957,000.00
|
December
25, 2036
|
|
M-2(2)
|
Variable(3)
|
$
|
12,897,000.00
|
December
25, 2036
|
|
M-3(2)
|
Variable(3)
|
$
|
7,950,000.00
|
December
25, 2036
|
|
M-4(2)
|
Variable(3)
|
$
|
6,890,000.00
|
December
25, 2036
|
|
M-5(2)
|
Variable(3)
|
$
|
6,360,000.00
|
December
25, 2036
|
|
M-6(2)
|
Variable(3)
|
$
|
5,830,000.00
|
December
25, 2036
|
|
M-7(2)
|
Variable(3)
|
$
|
5,830,000.00
|
December
25, 2036
|
|
M-8(2)
|
Variable(3)
|
$
|
4,770,000.00
|
December
25, 2036
|
|
M-9(2)
|
Variable(3)
|
$
|
4,947,000.00
|
December
25, 2036
|
|
M-10(2)
|
Variable(3)
|
$
|
5,477,000.00
|
December
25, 2036
|
|
Class
CE Interest
|
Variable(3)(4)
|
$
|
14,134,723.06
|
December
25, 2036
|
|
Class
P Interest
|
0.00%(5)
|
$
|
100.00
|
December
25, 2036
|
|
Class
IO Interest
|
(6)
|
(7)
|
December
25, 2036
|
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each Regular Interest in REMIC
III.
|
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
III. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the
related
Regular Interest in REMIC III on such Distribution Date shall be
treated
for federal income tax purposes as having been paid from the Reserve
Fund
or the Supplemental Interest Trust, as applicable, and any amount
distributable on the related Regular Interest in REMIC III on such
Distribution Date in excess of the amount distributable on such
Class of
Certificates on such Distribution Date shall be treated for such
purposes
as having been distributed to the Holders of such Certificates
and then
paid by such Holders to the Supplemental Interest Trust, all pursuant
to
and as further provided in Section 3.21 hereof.
|
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC III which corresponds to a Class A Certificate
or Class M Certificate will have the same Pass-Through Rate as
such
Certificate, except with respect to the Net Rate Cap. The Net Rate
Cap for
each such Regular Interest in REMIC III and Certificate is specified
in
the definition of “Net Rate Cap.”
|
|
(4)
|
The
Class CE Interest will accrue interest at its variable Pass-Through
Rate
on its Uncertificated Notional Amount outstanding from time to
time, which
shall equal the aggregate Uncertificated Principal Balance of the
REMIC II
Regular Interests (other than REMIC II Regular Interest P). The
Class CE
Interest will not accrue interest on its Uncertificated Principal
Balance.
|
|
(5)
|
The
Class P Interest is not entitled to distributions in respect of
interest.
|
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed
on REMIC II Regular Interest IO.
|
|
(7)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC
IV
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC IV”. The Class
R-4 Interest represents the sole class of Residual Interests in REMIC IV
for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in
REMIC
IV created hereunder. The Class CE Certificate represents ownership of a
Regular
Interest in REMIC IV and also represents (i) the obligation to pay certain
amounts specified herein in respect of Basis Risk Shortfall Carry Forward
Amounts and (ii) the right to receive Class IO Distribution
Amounts.
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
CE
|
(2)
|
$ 14,134,723.06
|
December
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class CE
Certificates.
|
|
(2)
|
The
Class CE Certificates will receive 100% of the amounts received
in respect
of the Class CE Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect 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 V”. The Class
R-5 Interest represents the sole class of Residual Interests in REMIC V for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in
REMIC
V created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible Maturity Date(1)
|
|
P
|
0.00%(2)
|
$100.00
|
December
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class P Certificates.
|
|
(2)
|
The
Class P Certificates will receive 100% of the amounts received
in respect
of the Class P Interest.
|
REMIC
VI
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC VI”. The Class
R-6 Interest represents the sole class of Residual Interests in REMIC VI
for
purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
VI
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
December
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for REMIC VI Regular Interest
IO.
|
|
(2)
|
REMIC
VI Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
|
(3)
|
REMIC
VI Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class IO
Interest.
|
|
(4)
|
REMIC
VI Regular Interest IO will not have an Uncertificated Principal
Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2007-AQ1.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2007-AQ1” (including for purposes of
any endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article:
10-K
Filing Deadline:
As
defined in Section 3.16(a)(iii).
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices and
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Xxx Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Xxx or Xxxxxxx Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the Master
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The
Distribution Account, the Reserve Fund, the Swap Account, the Class P
Certificate Account, the Swap Collateral Account and the Protected
Account.
Accrual
Period:
With
respect to the Certificates (other than the Class CE, Class P and the Residual
Certificates) and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the first Accrual
Period, the Closing Date) to and including the day prior to such Distribution
Date. With respect to the Class CE Certificates and the Class CE Interest
and
any Distribution Date, the calendar month immediately preceding such
Distribution Date. All calculations of interest on the Certificates (other
than
the Class CE, Class P and the Residual Certificates) will be made on the
basis
of the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Interest and the Class CE Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Disclosure:
As
defined in Section 3.16(a)(iv).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit R.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16(a)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 3.16(a)(iii).
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Master Servicer as provided in Section 5.01
hereof.
Affected
Party:
An
“Affected Party” as defined in the Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements
hereto
made in accordance with the terms herein.
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month
in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account
at the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period, (ii) Principal Prepayments
received in respect of such Mortgage Loans after the last day of the related
Prepayment Period and (iii) Liquidation Proceeds, Subsequent Recoveries and
Insurance Proceeds received in respect of such Mortgage Loans after the last
day
of the prior calendar month.
Annual
Statement of Compliance:
As
defined in Section 3.13.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Class A Certificates and
Class M
Certificates, the sum of the Realized Losses with respect to the Mortgage
Loans
which have been applied in reduction of the Certificate Principal Balance
of a
Class of Certificates pursuant to Section 5.05 of this Agreement which have
not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing,
the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the
lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assessment
of Compliance:
As
defined in Section 3.14.
Attesting
Party:
As
defined in Section 3.14.
Attestation
Report:
As
defined in Section 3.14.
Back-Up
Certification:
As
defined in Section 3.16(a)(iii).
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A Certificates and
Class
M Certificates, an amount equal to the sum of (A) if the Pass-Through Rate
for
such Class for such Distribution Date is limited to the Net Rate Cap, the
excess, if any, of (a) the amount of Current Interest that such Class would
have
been entitled to receive on such Distribution Date had the Pass-Though Rate
applicable to such Class been calculated at a per annum rate equal to the
related One-Month LIBOR Pass-Through Rate, over (b) the amount of Current
Interest that such Class received on such Distribution Date at the Net Rate
Cap
for such Distribution Date and (B) the Basis Risk Shortfall Carry Forward
Amount
for the previous Distribution Date not previously paid, together with interest
thereon at a rate equal to the related Pass-Through Rate the current
Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
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 6.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
CE Certificates and Class P Certificates) constitutes a Class of Book-Entry
Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the city of New York, Chicago, Illinois, Minneapolis, Minnesota
or the city in which the Corporate Trust Office of the Trustee or the principal
office of the Master Servicer is located as authorized or obligated by law
or
executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin:
With
respect to the Class A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A-1, 0.110% per
annum.
With
respect to the Class A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A-2, 0.200% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.400% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A-3, 0.300% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.600% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.400% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.600% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.440% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.660% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.460% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.690% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 0.850% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.275% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 1.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.875% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 1.650% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.475% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-7 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-7, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-8 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-8, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-9 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-9, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-10, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class CE Certificates and any Distribution Date, an amount
equal
to the Stated Principal Balance of the Mortgage Loans as of the beginning
of the
related Due Period. The
initial Certificate Notional Amount of the Class CE Certificates shall be
$353,343,723.06. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class CE Interest for such Distribution
Date.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class CE Certificates and any Class R
Certificates) and as of any Distribution Date, the Initial Certificate Principal
Balance of such Certificate plus, in the case of a Class A Certificate and
Class
M Certificate, any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 5.04(a), less the sum of
(i) all
amounts distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates pursuant
to
Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such
Certificate on previous Distribution Dates. As to the Class CE Certificates
and
as of any Distribution Date, an amount equal to the Uncertificated Principal
Balance of the Class CE Interest.
Certificate
Register:
The
register maintained pursuant to Section 6.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certification
Parties:
As
defined in Section 3.16(a)(iii).
Certifying
Person:
As
defined in Section 3.16(a)(iii).
Class:
All
Certificates bearing the same Class designation as set forth in Section 6.01
hereof.
Class
A Certificates:
Any of
the Class A-1, Class A-2 and Class A-3.
Class
A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a)
the
product of (1) 49.60% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $1,766,719.
Class
A-1 Certificate:
Any
Certificate designated as a “Class A-1 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A-1 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
A-2 Certificate:
Any
Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A-2 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
A-3 Certificate:
Any
Certificate designated as a “Class A-3 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A-3 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts
Class
CE Certificate:
Any
Certificate designated as a “Class CE Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class CE Certificates herein and evidencing
(i) a
Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts and (iii) the right to receive Class IO Distribution
Amounts.
Class
CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for
the
Class CE Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication,
any
Subsequent Recoveries not distributed to the Class A Certificates and Class
M
Certificates on such Distribution Date; provided, however, on any Distribution
Date after the Distribution Date on which the Certificate Principal Balances
of
the Class A Certificates and Class M Certificates have been reduced to zero,
the
Class CE Distribution Amount shall include the Overcollateralization
Amount.
Class
CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class CE Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC VI Regular Interest IO, evidencing a Regular Interest in
REMIC
III for purposes of the REMIC Provisions.
Class
IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.21(c) on such Distribution Date in excess of the amount payable on REMIC
VI
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.21 hereof.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9 and Class M-10 Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
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 (2) the Certificate Principal Balance
of
the Class M-1 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 57.50% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $1,766,719.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) 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), (2) 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 (3) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 64.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $1,766,719.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and
the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) 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), (2) 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), (3) 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 (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 69.30% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $1,766,719.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) 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), (2) 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), (3) 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), (4) 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 (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 73.20% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $1,766,719.
Class
M-5 Certificate:
Any
Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-5 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) 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), (2) 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), (3) 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), (4) 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), (5) 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 (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 76.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $1,766,719.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) 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), (2) 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), (3) 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), (4) 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), (5) 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), (6) 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 (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 80.10% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $1,766,719.
Class
M-7 Certificate:
Any
Certificate designated as a “Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-7 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-7 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) 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),
(2) 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), (3) 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), (4) 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), (5) 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), (6) 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) (7) 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 (8) the Certificate Principal Balance
of
the Class M-7 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 83.40% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $1,766,719.
Class
M-8 Certificate:
Any
Certificate designated as a “Class M-8 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-8 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-8 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the
Class
M-7 Principal Distribution Amount and (y) the excess, if any, of (a) the
sum of
(1) 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), (2) 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), (3) 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), (4) 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), (5) 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), (6) 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) (7) 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), (8) 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 (9) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior
to
such Distribution Date, over (b) the lesser of (1) the product of (x) 86.10%
and
(y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus $1,766,719.
Class
M-9 Certificate:
Any
Certificate designated as a “Class M-9 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-9 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-9 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
M-7
Principal Distribution Amount and the Class M-8 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) 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), (2) 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), (3) 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), (4) 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), (5) 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), (6) 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) (7) 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), (8) 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), (9) 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 (10) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 88.90% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $1,766,719.
Class
M-10 Certificate:
Any
Certificate designated as a “Class M-10 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-10 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-10 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
M-7
Principal Distribution Amount, the Class M-8 Principal Distribution Amount
and
the Class M-9 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) 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), (2) 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), (3) 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), (4) 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), (5) 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), (6) 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) (7) 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), (8) 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), (9) the
Certificate Principal Balance of the Class M-8 (after taking into account
the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (10) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (11) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 92.00% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus $1,766,719.
Class
P Certificate:
Any
Certificate designated as a “Class P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class P Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive
any
Prepayment Charge Waiver Amounts.
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
III
for purposes of the REMIC Provisions.
Class
P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant
to
Section 4.06 in the name of the Trustee for the benefit of the Class P
Certificateholders.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 and Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in
REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in
REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in
REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4,
Class R-5 Interest and Class R-6 Interest and representing the right to the
Percentage Interest of distributions provided for the Class RX Certificates
as
set forth herein.
Class
R-4 Interest:
The
uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
R-6 Interest:
The
uncertificated Residual Interest in REMIC VI.
Closing
Date:
January
30, 2007.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The
U.S. Securities and Exchange Commission.
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Protected
Account by the Master Servicer to the payment of a Prepayment Interest Shortfall
on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office:
The
designated office of the Trustee where at any particular time its corporate
trust business with respect to this Agreement shall be administered, which
office at the date of the execution of this Agreement is located at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000 Attention: Global
Securities and Trust Services - Bear Xxxxxxx Asset Backed Securities I LLC,
Series 2007-AQ1, or at such other address as the Trustee may designate from
time
to time.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ, IO and P), the Certificate with the corresponding designation. With
respect to each REMIC III Regular Interest (other than the Class CE Interest,
the Class P Interest and the Class IO Interest), the related Certificate
representing an ownership therein.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates and interests of
each
class (other than the Class P Certificates, Class P Interest, the Residual
Interests and the Residual Certificates), (i) the interest accrued on the
Certificate Principal Balance or Certificate Notional Amount or Uncertificated
Notional Amount, as applicable, during the related Accrual Period at the
applicable Pass-Through Rate, plus any amount previously distributed with
respect to interest for such Certificate or interest that has been recovered
as
a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
any
Prepayment Interest Shortfall for such Distribution Date, to the extent not
covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
during the related Due Period, provided, however, that for purposes of
calculating Current Interest for any such class, amounts specified in clause
(ii) hereof for any such Distribution Date shall be allocated first to the
Class
CE Certificates and the Class CE Interest in reduction of amounts otherwise
distributable to such Certificates and interest on such Distribution Date
and
then any excess shall be allocated to each Class of Class A Certificates
and
Class M Certificates on a pro
rata
basis
based on the respective amounts of interest accrued pursuant to clause (i)
hereof for each such Class on such Distribution Date.
Current
Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x)
the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and (ii) the Overcollateralization Amount, in each case prior
to
the distribution of the Principal Distribution Amount on such Distribution
Date,
by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
end of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month).
Custodial
Agreement:
An
agreement, dated as of January 30, 2007, among the Depositor, EMC, as a seller
and as Master Servicer, Master Funding as a seller, the Trustee and the
Custodian in substantially the form of Exhibit J hereto.
Custodian:
LaSalle
Bank National Association, or any successor custodian appointed pursuant
to the
provisions hereof and the Custodial Agreement.
Cut-off
Date:
January
1, 2007.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof on the Cut-off Date
after application of all Principal Prepayments received prior to the Cut-off
Date and scheduled payments of principal due on or before the Cut-off Date,
whether or not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off Date. The aggregate
Cut-off Date Principal Balance of the Mortgage Loans is $353,343,723.06.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results
in a
permanent forgiveness of principal.
Defaulting
Party:
A
“Defaulting Party” as defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results
from an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquency
Event:
A
Delinquency Event shall have occurred and be continuing if at any time, (x)
the
percent equivalent of a fraction, the numerator of which is the aggregate
Stated
Principal Balance of the Mortgage Loans that are 60 days or more Delinquent
(including for this purpose any such Mortgage Loans in bankruptcy or foreclosure
and Mortgage Loans with respect to which the related Mortgaged Property is
REO
Property), and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
exceeds (y) 41.00% of the Current Specified Enhancement Percentage.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such
payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or,
if
there is no such corresponding day (e.g., as when a 30-day month follows
a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as
the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which 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(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor, the Trustee and the initial Depository, dated as of the Closing
Date,
substantially in the form of Exhibit H.
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 month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
separate Eligible Account created and maintained by the Trustee pursuant
to
Section 4.04 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, in trust for
registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-AQ1”. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in February 2007.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled
Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar 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 long-term unsecured debt
obligations and 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 debt obligations of such holding company, so long
as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which
such
accounts are insured by the FDIC (to the limits established by the FDIC)
and the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in
such
account or a perfected first priority security interest against any 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 or trust company in which such account is maintained, or (iii)
a
trust account or accounts maintained with the corporate trust department
of a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to the Rating Agencies, as
evidenced in writing. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the
Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
EMC
Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which
EMC is
the applicable seller.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class CE, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of
(a) the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the
Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds
for such Distribution Date over (ii) the sum of the Current Interest on the
Class A Certificates and Class M Certificates and Interest Carry Forward
Amounts
on the Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 5.04(a)(3)(A)), in each case for such Distribution
Date.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the related Excess Spread for such Distribution
Date.
Xxxxxx
Xxx:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC (on its own behalf as Seller
and
on behalf of Master Funding) pursuant to or as contemplated by Section 2.03(c)
or Section 10.01), a determination made by the Master Servicer that all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
which
the Master Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered. The Master
Servicer shall maintain records of each Final Recovery Determination made
thereby.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May
31,
June 1 to August 31, or September 1 to November 30, as applicable.
Fitch:
Fitch,
Inc. and any successor thereto.
Form
8-K Disclosure Information:
As
defined in Section 3.16(a)(iii).
Xxxxxxx
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
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.
Guarantor:
As
defined in Section 3.21(i).
Guarantee:
As
defined in Section 3.21(i).
Indemnified
Persons:
The
Trustee, the Master Servicer, the Trust Fund and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Index:
With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity Holders in which
come
within such paragraphs.
Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
including all riders and endorsements thereto in effect with respect to such
Mortgage Loan, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance
Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
or
the trustee under the deed of trust and are not applied to the restoration
of
the related Mortgaged Property or released to the Mortgagor in accordance
with
the procedures that the Master Servicer would follow in servicing mortgage
loans
held for its own account, in each case other than any amount included in
such
Insurance Proceeds in respect of Insured Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class CE, Class P and the Residual Certificates), the sum of (i) the
excess
of (a) the Current Interest for such Class with respect to such Distribution
Date and any prior Distribution Dates over (b) the amount actually distributed
to such Class of Certificates with respect to interest on such Distribution
Dates and (ii) interest thereon (to the extent permitted by applicable law)
at
the applicable Pass-Through Rate for such Class for the related Accrual Period
including the Accrual Period relating to such Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to any Distribution Date (1) the sum, without duplication, of (a)
all
scheduled interest during the related Due Period with respect to the Mortgage
Loans, less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any,
(b) all
Advances relating to interest with respect to the Mortgage Loans made on
or
prior to the related Distribution Account Deposit Date, (c) all Compensating
Interest with respect to the Mortgage Loans and required to be remitted by
the
Master Servicer pursuant to this Agreement with respect to such Distribution
Date, (d) Liquidation Proceeds and Subsequent Recoveries (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to interest) less all
Nonrecoverable Advances related to interest and certain expenses reimbursed
during the prior calendar month, in each case with respect to the Mortgage
Loans, (e) all amounts relating to interest with respect to each Mortgage
Loan
repurchased by EMC (on its own behalf as a Seller and on behalf of Master
Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer pursuant
to Section 3.19, in each case to the extent remitted by the Master Servicer
to
the Distribution Account pursuant to this Agreement and (f) the interest
portion
of any proceeds received from the exercise of an Optional Termination, minus
(2)
(i) all amounts relating to interest required to be reimbursed pursuant to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement, and (ii)
any
Net Swap Payment or Swap Termination Payment (not due to a Swap Provider
Trigger
Event and other than to the extent already paid by the Swap Administrator
from
any upfront payment received pursuant to any replacement interest rate swap
agreements that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Administrator for payment to the Swap Provider for such
Distribution Date and any such payments remaining unpaid for any prior
Distribution Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
LaSalle:
LaSalle
Bank National Association, and any successor thereto.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: with respect to
the
Certificates, other than the Class A-1 Certificates and Class A-2 Certificates,
the Distribution Date in December 2036; with respect to the Class A-1
Certificates and Class A-2 Certificates, the Distribution Date in July 2031
and
July 2035, respectively.
Latest
Possible Maturity Date:
With
respect to the Certificates, December 25, 2036, which is the Distribution
Date
in the month following the final scheduled maturity date of the Mortgage
Loan in
the Trust Fund having the latest scheduled maturity date as of the Cut-off
Date.
For purposes of the Treasury regulations under Sections 860A through 860G
of the
Code, the latest possible maturity date of each Regular Interest issued by
REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be the Latest
Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Master Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or
partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing
Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which
is
the Appraised Value of the related Mortgaged Property.
Loss
Allocation Limitation:
The
meaning specified in Section 5.05(b) hereof.
LPMI
Fee:
The fee
payable to the insurer for each Mortgage Loan subject to an LPMI Policy as
set
forth in such LPMI Policy.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Xxx and Xxxxxxx Mac in which the Master Servicer or
the
related subservicer of the related Mortgage Loan is responsible for the payment
of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class CE
Certificates.
Marker
Rate:
With
respect to the Class CE Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
Regular Interests AA, IO and P), with the rate on each such REMIC II Regular
Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal
to the
lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding
Certificate and (ii) the Net Rate Cap for the REMIC III Regular Interest
the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date, and with the rate
on
REMIC II Regular Interest ZZ subject to a cap of zero for the purpose of
this
calculation; provided, however, that solely for this purpose, the related
cap
with respect to each REMIC II Regular Interest (other than REMIC II Regular
Interests AA, ZZ, IO and P) shall be multiplied by a fraction, the numerator
of
which is 30 and the denominator of which is the actual number of days in
the
related Accrual Period.
Master
Funding:
Master
Funding LLC, a Delaware limited liability company, and its successors and
assigns, in its capacity as the seller of the Master Funding Mortgage Loans
to
the Depositor.
Master
Funding Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which
Master
Funding is the applicable seller.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
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.
Maximum
Probable Exposure:
With
respect to each Distribution Date, the amount calculated by the Depositor
in
accordance with the Seller’s internal risk management process in respect of
similar instruments, such calculation to be performed as agreed by the Trustee
and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess, if any, of (i) accrued interest
at
the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, IO and P), with the rate on each such REMIC II Regular Interest subject
to a cap equal to the lesser of (x) the One-Month LIBOR Pass Through Rate
for
the Corresponding Certificate and (y) the Net Rate Cap for the REMIC III
Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date; provided,
however, that solely for this purpose, the related cap with respect to each
REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ,
IO and
P) shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on
the
MERS® System.
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.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement delivered to the Certificateholders pursuant to Section
5.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first or second lien
on
or first or second priority ownership interest in an estate in fee simple
in
real property securing a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to
be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified
in the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition
of
title of the related Mortgaged Property.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of January 30, 2007, among EMC,
as a
seller, Master Funding, as a seller and the Depositor, as purchaser in the
form
attached hereto as Exhibit L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection
with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller or the
Master
Servicer to reflect the deletion of Deleted Mortgage Loans and the addition
of
Replacement Mortgage Loans pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, the initial Mortgage Loan Schedule being attached
hereto as Exhibit B setting forth the following information with respect
to each
Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer's Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) [reserved];
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee) the
interest-only term, if applicable;
(ff) the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and
(o)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Loan Seller: EMC or Master Funding, as applicable.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each fixed rate Mortgage Loan, the rate set forth in the related
Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as
the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as
of any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or
nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate
and
(iii) the rate at which the LPMI Fee is calculated, if any.
Net
Rate Cap:
With
respect to any Distribution Date and the Class A Certificates and Class M
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the Net Mortgage Rates on the then outstanding
Mortgage Loans, weighted based on the Stated Principal Balances of such Mortgage
Loans as
of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date,
and (y)
a fraction, the numerator of which is 30 and the denominator of which is
the
actual number of days elapsed in the related Accrual Period, over (B) an
amount,
expressed as a per annum rate, equal to the sum of (i) the Net Swap Payment
payable to the Swap Provider on such Distribution Date and (ii) any Swap
Termination Payment not due to a Swap Provider Trigger Event payable to the
Swap
Provider (other than to the extent already paid by the Swap Administrator
from
any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the aggregate outstanding Stated Principal Balance of the Mortgage
Loans as of the related Due Date prior to giving effect to any reduction
in the
Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
by
12. The Net Rate Cap for the Class A Certificates and Class M Certificates
will
be adjusted to an effective rate reflecting the accrual of interest on an
actual/360 basis. With
respect to any Distribution Date and the REMIC III Regular Interests the
ownership of which is represented by Class A Certificates and Class M
Certificates, a per annum rate equal to the weighted average (adjusted for
the
actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rates on the REMIC II Regular Interests
(other than REMIC II Regular Interests IO and P), weighted on the basis of
the
Uncertificated Principal Balances of each such REMIC II Regular Interest
immediately prior to such Distribution Date.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any Swap
Termination Payment.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Master
Servicer pursuant to this Agreement, that, in the good faith judgment of
the
Master Servicer, will not or, in the case of a proposed advance, would not,
be
ultimately recoverable by it from the related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or otherwise.
Notional
Amount:
With
respect to each Distribution Date and the Swap Agreement, the notional amount
for the related calculation period as set forth in the related schedule set
forth in Exhibit M.
Offered
Certificates:
The
Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of
the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor or the Master Servicer (or any other
officer customarily performing functions similar to those performed by any
of
the above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer’s knowledge of and
familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller, Master Funding and/or the Trustee, as the case
may
be, as required by this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period, the rate determined by the Trustee on the
related
Interest Determination Date on the basis of the rate for U.S. dollar deposits
for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m.
(London
time) on such Interest Determination Date. If such rate does not appear on
such
page (or such other page as may replace that page on that service, or if
such
service is no longer offered, such other service for displaying One-Month
LIBOR
or comparable rates as may be reasonably selected by the Trustee), One-Month
LIBOR for the applicable Accrual Period will be the Reference Bank Rate.
If no
such quotations can be obtained by the Trustee and no Reference Bank Rate
is
available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding
Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Trustee and the Trustee’s calculation of the rate of
interest applicable to the Class A Certificates and Class M Certificates
for the
related Accrual Period shall, in the absence of manifest error, be final
and
binding.
One-Month
LIBOR Pass-Through Rate:
With
respect to each Class A Certificate and Class M Certificate and, for purposes
of
the definitions of “Marker Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, the REMIC II Regular Interest for which such Certificate is
the Corresponding Certificate, a per annum rate equal to One-Month LIBOR
plus
the related Certificate Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Seller, the Depositor
or
the Master Servicer, reasonably acceptable to each addressee of such opinion;
provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
interpretation or application of the REMIC Provisions, such counsel must
(i) in
fact be independent of the Seller, Depositor and the Master Servicer, (ii)
not
have any direct financial interest in the
Seller, the
Depositor or the Master Servicer or in any affiliate of either, and (iii)
not be
connected with the Seller, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of the Mortgage Loans and REO Property pursuant to Section 10.01
hereof.
Optional
Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Mortgage
Loans is equal to or less than 10% of the Stated Principal Balance of all
of the
Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
OTS:
The
Office of Thrift Supervision.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, 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, and
after reduction for Realized Losses incurred during the prior calendar month)
over the aggregate Certificate Principal Balance of the Class A Certificates
and
Class M Certificates on such Distribution Date (after taking into account
the
payment of principal other than any Extra Principal Distribution Amount on
such
Certificates).
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Funds for
such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
Amount for such Distribution Date (assuming that 100% of the Principal Funds
is
applied as a principal payment on such Distribution Date) over (ii) the
Overcollateralization Target Amount for such Distribution Date (with the
amount
pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount
is
less than or equal to the Overcollateralization Target Amount on that
Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 4.00% of
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 4.00% of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Cut-off Date and (2) 8.00% 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, and
after reduction for Realized Losses incurred during the prior calendar month)
and (ii) $1,766,719 or (c) on or after the Stepdown Date and if a Trigger
Event
is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Class A Certificates and Class M Certificates and any
Distribution Date, a per annum rate equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
Net
Rate Cap for such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of the amount determined for each REMIC II Regular Interest (other
than
REMIC II Regular Interests IO and P) equal to the product of (a) the excess,
if
any, of the Uncertificated REMIC II Pass-Through Rate for such REMIC II Regular
Interest over the Marker Rate and (b) a notional amount equal to the
Uncertificated Principal Balance of such REMIC II Regular Interest, and the
denominator of which is (y) the aggregate Uncertificated Principal Balance
of
such REMIC II Regular Interests.
With
respect to the Class CE Certificate, the Class CE Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class CE Interest for such Distribution Date.
With
respect to the Class P Certificate and the Class P Interest, 0.00% per
annum.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC VI Regular Interest IO, REMIC VI Regular Interest IO shall
not
have a Pass-Through Rate, but Current Interest for such Regular Interest
and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of mortgage loans
directly or indirectly to an issuing entity in connection with an issuance
of
publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated
or
unrated securities, the payments on which are determined primarily by reference
to one or more portfolios of residential mortgage loans.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest
set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of
all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
| (i) |
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
|
| (ii) |
general
obligations of or obligations guaranteed by any state of the United
States
or the District of Columbia receiving the highest long-term debt
rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in
writing;
|
| (iii) |
commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
| (iv) |
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee in its commercial banking capacity), provided that the commercial
paper and/or long term unsecured debt obligations of such depository
institution or trust company are then rated one of the two highest
long-term and the highest short-term ratings of each such Rating
Agency
for such securities, or such lower ratings as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by any Rating Agency, as evidenced in
writing;
|
| (v) |
guaranteed
reinvestment agreements issued by any bank, insurance company or
other
corporation containing, at the time of the issuance of such agreements,
such terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
| (vi) |
repurchase
obligations with respect to any security described in clauses (i)
and (ii)
above, in either case entered into with a depository institution
or trust
company (acting as principal) described in clause (v)
above;
|
| (vii) |
securities
(other than stripped bonds, stripped coupons or instruments sold
at a
purchase price in excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof which, at
the
time of such investment, have one of the two highest short term ratings
of
each Rating Agency (except if the Rating Agency is Moody’s, such rating
shall be the highest commercial paper rating of Moody’s for any such
securities), or such lower rating as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
|
| (viii) |
interests
in any money market fund (including any such fund managed or advised
by
the Trustee or any affiliate thereof) which at the date of acquisition
of
the interests in such fund and throughout the time such interests
are held
in such fund has the highest applicable short term rating by each
Rating
Agency or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
| (ix) |
short
term investment funds sponsored by any trust company or banking
association incorporated under the laws of the United States or any
state
thereof (including any such fund managed or advised by the Trustee
or the
Master Servicer or any affiliate thereof) which on the date of acquisition
has been rated by each Rating Agency in their respective highest
applicable rating category or such lower rating as will not result
in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in writing;
and
|
| (x) |
such
other investments having a specified stated maturity and bearing
interest
or sold at a discount acceptable to each Rating Agency and as will
not
result in the downgrading or withdrawal of the rating then assigned
to the
Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
|
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or
(iii)
is purchased at a deep discount; provided further that no such instrument
shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and
the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (viii) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Trustee shall receive an Opinion of Counsel, at the expense of
the
Trustee, to the effect that such investment will not adversely affect the
status
of any such REMIC as a REMIC under the Code or result in imposition of a
tax on
any such REMIC. Permitted Investments that are subject to prepayment or call
may
not be purchased at a price in excess of par.
Permitted
Transferee:
Any
person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) on electing large partnership
within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or
the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States
is able
to exercise primary supervision over the administration of the trust and
one or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or
REMIC
VI to fail to qualify as a REMIC at any time that any Certificates are
Outstanding. The terms “United States,” “State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception
of
Xxxxxxx Mac, a majority of its board of directors is not selected by such
government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Prepayment
Assumption:
The
applicable rate of prepayment as described in the Prospectus
Supplement.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Master Servicer to the Trustee in respect of waived
Prepayment Charges pursuant to Section 4.01(a).
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment during the related Prepayment Period or a
Principal Prepayment in full during the related Prepayment Period, or that
became a Liquidated Loan during the prior calendar month, (other than a
Principal Prepayment in full resulting from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 3.19 or 10.01 hereof), the amount, if any,
by
which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan immediately prior to such prepayment
(or
liquidation) or in the case of a partial Principal Prepayment on the amount
of
such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest
paid or collected in connection with such Principal Prepayment or such
liquidation proceeds less the sum of (a) the Trustee Fee, (b) the Servicing
Fee
and (c) the LPMI Fee, if any, in each case with respect to the related Mortgage
Loan.
Prepayment
Period:
As
to any
Distribution Date, and each Principal Prepayment in full, the period commencing
on the 16th day of the month prior to the month in which the related
Distribution Date occurs (or with respect to the first Distribution Date,
the
period commencing on the Cut-off Date) and ending on the 15th day of the
month
in which such Distribution Date occurs. With respect to any Distribution
Date
and each partial Principal Prepayment, the calendar month prior to the month
of
such Distribution Date.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note Holder in the event of
default by the obligor under such Mortgage Note or the related security
instrument, if any or any replacement policy therefor through the related
Accrual Period for such Class relating to a Distribution Date.
Principal
Distribution Amount:
With
respect to each Distribution Date, an amount equal to (x) the Principal Funds
for such Distribution Date plus (y) any Extra Principal Distribution Amount
for
such Distribution Date, less (z) any Overcollateralization Release
Amount.
Principal
Funds:
With
respect to any Distribution Date,
(1) the
sum, without duplication, of (a) all scheduled principal collected during
the
related Due Period, (b) all Advances relating to principal made on or before
the
Distribution Account Deposit Date, (c) Principal Prepayments exclusive of
Prepayment Charges or penalties collected on the Mortgage Loans during the
related Prepayment Period, (d) the Stated Principal Balance of each Mortgage
Loan that was repurchased by EMC on its own behalf as Seller and on behalf
of
Master Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer
pursuant to Section 3.19, (e) the aggregate of all Substitution Adjustment
Amounts for the related Determination Date in connection with the substitution
of Mortgage Loans pursuant to Section 2.03(c), (f) all Liquidation Proceeds
and
Subsequent Recoveries collected on the Mortgage Loans during the prior calendar
month (to the extent such Liquidation Proceeds and Subsequent Recoveries
relate
to principal), in each case to the extent remitted by the Master Servicer
to the
Distribution Account pursuant to this Agreement and (g) the principal portion
of
any proceeds received from the exercise of an Optional Termination, as
applicable, minus (2)(i) all amounts required to be reimbursed pursuant to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement and (ii)
any
Net Swap Payments or Swap Termination Payments (not due to a Swap Provider
Trigger Event and other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the
Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates to the extent not paid from Interest
Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.19 and 10.01 hereof) that is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment. Partial Principal Prepayments shall be applied by
the
Master Servicer, as appropriate, in accordance with the terms of the related
Mortgage Note.
Private
Certificates:
Any of
the Class M-10, Class P, Class CE and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated January 26, 2007 relating to the public offering
of
the Offered Certificates.
Protected
Account:
The
separate Eligible Account established and maintained by the Master Servicer
with
respect to the Mortgage Loans and REO Property in accordance with Section
4.01
hereof.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased pursuant to the applicable
provisions of this Agreement, an amount equal to the sum of (i) 100% of the
Stated Principal Balance remaining unpaid on such Mortgage Loan as of the
date
of purchase (including if a foreclosure has already occurred, the principal
balance of the related Mortgage Loan at the time the Mortgaged Property was
acquired), net of any Servicing Advances and Advances attributable to principal
and payable to the purchaser of the Mortgage Loan if such purchaser is also
the
Master Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon
at the applicable Mortgage Rate through and including the last day of the
month
of such purchase, net of any portion of the Servicing Fee and any Servicing
Advances and Advances attributable to interest that is payable to the purchaser
of the Mortgage Loan if such purchaser is also the Master Servicer of such
Mortgage Loan, and (iii) any costs and damages (if any) incurred by the Trust
in
connection with any violation of such Mortgage Loan of any anti-predatory
lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
Xxxxx’x and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination
has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor or advanced
through the end of the calendar month in which such Final Recovery Determination
was made, calculated in the case of each calendar month during such period
(A)
at an annual rate equal to the annual rate at which interest was then accruing
on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, minus (iii) the proceeds, if
any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer pursuant to this Agreement which have not
been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a)(1) the amount by which the interest portion
of
a monthly payment or the principal balance of such Mortgage Loan was reduced
or
(2) the sum of any other amounts owing under the Mortgage Loan that were
forgiven and that constitute Servicing Advances that are reimbursable to
the
Master Servicer, and (b) any such amount with respect to a monthly payment
that
was or would have been due in the month immediately following the month in
which
a Principal Prepayment or the Purchase Price of such Mortgage Loan is received
or is deemed to have been received and not paid due to a Servicing Modification.
In addition, to the extent the Master Servicer receives Subsequent Recoveries
with respect to any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to the extent such recoveries are
distributed to any Class of Certificates or applied to increase Excess Spread
on
any Distribution Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to
which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar
month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan
as of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination
was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date and the Certificates (other than the Class
CE,
Class P and Residual Certificates), so long as such Classes of Certificates
are
Book-Entry Certificates, the Business Day preceding such Distribution Date,
and
otherwise, the close of business on the last Business Day of the month preceding
the month in which such Distribution Date occurs. With respect to the Class
CE,
Class P and Residual Certificates, so long as such Classes of Certificates
remain non Book-Entry Certificates, the close of business on the last Business
Day of the month preceding the month in which such Distribution Date
occurs.
Reference
Banks:
Shall
mean leading banks selected by the Trustee and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) which have been designated
as such
by the Trustee and (iii) which are not controlling, controlled by, or under
common control with, the Depositor, the Seller or the Master
Servicer.
Reference
Bank Rate:
With
respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
for United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period, provided that at least two such Reference Banks provide such
rate. If fewer than two offered rates appear, the Reference Bank Rate will
be
the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New
York
City, selected by the Trustee, as of 11:00 a.m., New York City time, on such
date for loans in United States dollars to leading European banks for a period
of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or similar state law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in
the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as
set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of REMIC I Regular Interest I-1-A through
REMIC I Regular Interest I-60-B and REMIC I Regular Interest P, each as
designated in the Preliminary Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based
on the
actual number of days elapsed in the respective Accrual Period) equal to
(a) the
product of (i) the aggregate Stated Principal Balance of the Mortgage Loans
and
the related REO Properties then outstanding and (ii) the Uncertificated REMIC
II
Pass-Through Rate for REMIC II Regular Interest AA minus the Marker Rate,
divided by (b) 12.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II
Regular
Interests IO and P) minus (ii) the aggregate Uncertificated Principal Balance
of
each REMIC II Regular Interest for which a Class A Certificate or Class M
Certificate is a Corresponding Certificate, in each case, as of such date
of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Mortgage Loans and the related
REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of
which
is two (2) times the aggregate Uncertificated Principal Balance of each REMIC
II
Regular Interest for which a Class A Certificate or Class M Certificate is
a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A Certificate or Class M Certificate is a Corresponding Certificate
and
REMIC II Regular Interest ZZ.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II
issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (except for the REMIC
II
Regular Interest IO) shall be entitled to distributions of principal, subject
to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
II Required Overcollateralization Amount:
1.00%
of the Overcollateralization Target Amount.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
III Regular Interest:
The
Class CE Interest, Class P Interest, Class IO Interest or any Regular Interest
in REMIC III the ownership of which is represented by any of the Class A
Certificates or Class M Certificates.
REMIC
IV:
The
segregated pool of assets consisting of the Class CE Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class CE Certificates
and
the Class RX Certificate (in respect of the Class R-4 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
IV Certificate:
Any
Class CE Certificate or Class RX Certificate (in respect of the Class I-R-4
Interest).
REMIC
V:
The
segregated pool of assets consisting of the Class P Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class P Certificates
and
the Class RX Certificate (in respect of the Class R-5 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
V Certificate:
Any
Class P Certificate or Class RX Certificate (in respect of the Class I-R-5
Interest).
REMIC
VI:
The
segregated pool of assets consisting of the Class IO Interest conveyed in
trust
to the Trustee, for the benefit of the holders of REMIC VI Regular Interest
IO
and the Class RX Certificate (in respect of the Class R-6 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
VI Interests:
The
REMIC VI Regular Interest IO or Class RX Certificate (in respect of the Class
R-6 Interest).
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
cause
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail
to
qualify as a REMIC at any time that any Certificates are
outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Report:
Shall
mean a report to the Trustee in an electronic format (or by such other means
as
the Master Servicer and the Trustee may agree from time to time) containing
such
data and information, as agreed to by the Master Servicer and the Trustee
such
as to permit the Trustee to prepare the Monthly Statement to
Certificateholders.
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Master Servicer through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance,
after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) if the Replacement Mortgage Loan
is a
fixed rate Mortgage Loan, have a fixed Mortgage Rate not less than or more
than
1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan;
(iii)
have the same or higher credit quality characteristics than that of the Deleted
Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the
Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than
(and not more than one year less than) that of the Deleted Mortgage Loan;
(vi)
not permit conversion of the Mortgage Rate from a fixed rate to a variable
rate;
(vii) have the same lien priority as the Deleted Mortgage Loan; (viii)
constitute the same occupancy type as the Deleted Mortgage Loan or be owner
occupied; (ix) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage
Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate
on
the Deleted Mortgage Loan, (x) if the Replacement Mortgage Loan is an Adjustable
Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum
Mortgage Rate of the Deleted Mortgage Loan, (xi) if the Replacement Mortgage
Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or
greater than the Gross Margin of the Deleted Mortgage Loan, (xii) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (xiii) comply with each representation and warranty
set forth in Section 7 of the Mortgage Loan Purchase Agreement and (xiv)
the
Custodian has delivered a Final Certification noting no defects or
exceptions.
Reportable
Event:
As
defined in Section 3.16(a)(iii).
Request
for Release:
The
Request for Release to be submitted by the Seller or the Master Servicer
to the
Custodian substantially in the form of Exhibit G. Each Request for Release
furnished to the Custodian by the Seller or the Master Servicer shall be
in
duplicate and shall be executed by an officer of such Person or a Servicing
Officer (or, if furnished electronically to the Custodian, shall be deemed
to
have been sent and executed by an officer of such Person or a Servicing Officer)
of the Master Servicer.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 3.21
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
ownership of the Class R-4 Interest, Class R-5 Interest and Class R-6 Interest),
each evidencing the sole class of Residual Interests in the related
REMIC.
Residual
Interest:
The
sole class of “residual interests” in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, any Vice President, any Assistant Vice President,
the
Secretary, any Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other officer
customarily performing functions similar to those performed by any of the
above
designated officers or other officers of the Trustee specified by the Trustee,
as to whom, with respect to a particular matter, such matter is referred
because
of such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
As
defined in Section 3.16(a)(iii).
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended.
Seller:
EMC, in
its capacity as seller of the Mortgage Loans to the Depositor.
Senior
Certificates:
Any of
the Class A-1, Class A-2 and Class A-3 Certificates.
Servic(es)(ing):
In
accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the Master
Servicer of its servicing obligations hereunder, including, but not limited
to,
the cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
and including any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered in the MERS® System, (iii) the
management and liquidation of any REO Property (including, without limitation,
realtor’s commissions) and (iv) compliance with any obligations under Section
3.07 hereof to cause insurance to be maintained.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
Loan as of the Due Date in the month preceding the month in which such
Distribution Date occurs or, in the event of any payment of interest that
accompanies a Principal Prepayment in full during the related Due Period
made by
the Mortgagor immediately prior to such prepayment, interest at the Servicing
Fee Rate on the Stated Principal Balance of such Mortgage Loan for the period
covered by such payment of interest.
Servicing
Fee Rate:
0.500%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Master Servicer, as to which default is reasonably foreseeable, any
modification which is effected by the Master Servicer in accordance with
the
terms of this Agreement which results in any change in the outstanding Stated
Principal Balance, any change in the Mortgage Rate or any extension of the
term
of such Mortgage Loan.
Servicing
Officer:
Any
officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee
by the
Master Servicer on the Closing Date pursuant to this Agreement, as such list
may
from time to time be amended.
Significance
Estimate:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Seller or its affiliate of the aggregate Maximum Probable Exposure of
the
outstanding Class A Certificates and Class M Certificates to the Swap Agreement.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Class A Certificates
and Class M Certificates, prior to the distribution of the Principal
Distribution Amount on such Distribution Date.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution
Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan
during
each Due Period ending prior to such Distribution Date (and irrespective
of any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
(iii) all Liquidation Proceeds to the extent applied by the Master Servicer
as
recoveries of principal in accordance with Section 3.09 with respect to such
Mortgage Loan, that were received by the Master Servicer as of the close
of
business on the last day of the calendar month immediately preceeding such
Distribution Date and (iv) any Realized Losses on such Mortgage Loan incurred
during the prior calendar month. The Stated Principal Balance of a Liquidated
Loan equals zero.
Stepdown
Date:
The
earlier to occur of, (I) the first Distribution Date following the Distribution
Date for which the Certificate Principal Balance for each of the Class A
Certificates has been reduced to zero, and (II) the later to occur of (a)
the
Distribution Date in February 2010 and (b) the first Distribution Date on
which
the Current Specified Enhancement Percentage is greater than or equal to
50.40%.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 4.02) or
surplus
amounts held by the Master Servicer to cover estimated expenses (including,
but
not limited to, recoveries in respect of the representations and warranties
made
by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically
related to a Mortgage Loan that was the subject of a liquidation or final
disposition of any REO Property prior to the related calendar month that
resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Master Servicer and a subservicer with
respect to the subservicing of any Mortgage Loan hereunder by such
subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(c).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.02.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement, REMIC VI Regular Interest IO,
the
Swap Collateral Account and the Swap Account. For the avoidance of doubt,
the
Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
Collateral Account and the Swap Administration Agreement do not constitute
parts
of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as supplemental interest trust trustee
and
any successor thereto, and any corporation or national banking association
resulting from or surviving any consolidation or merger to which it or its
successors may be a party and any successor supplemental interest trust trustee
as may from time to time be serving as successor supplemental interest trust
trustee.
Swap
Account:
The
separate trust account created and maintained by the Swap Administrator,
and
held within the Supplemental Interest Trust, pursuant to the Swap Administration
Agreement.
Swap
Administrator:
LaSalle
Bank National Association acting as Swap administrator under the Swap
Administration Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated January 30, 2007, pursuant to which
the
Swap Administrator will make payments to the Swap Provider and the
Certificateholders, and certain other payments, as such agreement may be
amended
or supplemented from time to time.
Swap
Agreement:
The
interest rate swap agreement, dated as of January 30, 2007, 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 N.
Swap
Collateral Account:
Shall
mean the separate interest-bearing account created and maintained by the
Swap
Administrator pursuant to the Swap Administration Agreement.
Swap
Credit Support Annex:
The
credit support annex, dated as of January 30, 2007, between the Supplemental
Interest Trust Trustee and the Swap Provider, which is annexed to and forms
part
of the Swap Agreement.
Swap
Early Termination:
The
occurrence of an Early Termination Date (as defined in the Swap Agreement)
under
the Swap Agreement.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 10.01.
Swap
Provider:
The
swap provider under the Swap Agreement either (a) entitled to receive payments
from the Swap Administrator from amounts payable by the Trust Fund under
this
Agreement or (b) required to make payments to the Swap Administrator for
distribution as provided herein, in either case pursuant to the terms of
the
Swap Agreement, and any successor in interest or assign. Initially, the Swap
Provider shall be Wachovia Bank, N.A.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party,
(ii) a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be
the
Tax Matters Person for the related REMIC. The Trustee, or any successor thereto
or assignee thereof, shall serve as tax administrator hereunder and as agent
for
the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transfer
Affidavit:
As
defined in Section 6.02.
Trigger
Event:
With
respect to any Distribution Date, a Trigger Event exists if (i) a related
Delinquency Event shall have occurred and be continuing or (ii) the aggregate
amount of Realized Losses on the Mortgage Loans since the Cut-off Date as
a
percentage of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans
exceeds the applicable percentages set forth below with respect to such
Distribution Date:
|
Distribution
Date
|
Percentage
|
|
February
2010 through January 2011
|
4.60%
with respect to February 2010, plus an additional 1/12th
of
the difference between 7.25% and 4.60% for each month
thereafter
|
|
February
2011 through January 2012
|
7.25%
with respect to February 2011, plus an additional 1/12th
of
the difference between 9.30% and 7.25% for each month
thereafter
|
|
February
2012 through January 2013
|
9.30%
with respect to February 2012, plus an additional 1/12th
of
the difference between 10.40% and 9.30% for each month
thereafter
|
|
February
2013 and thereafter
|
10.40%
|
Trust
Fund or Trust:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (ii) the Distribution Account, the Class P Certificate Account,
the
Reserve Fund and the Protected Account and all amounts deposited therein
pursuant to the applicable provisions of this Agreement; (iii) property that
secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu
of
foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance
Policies with respect to the Mortgage Loans; (v) the rights under the Swap
Administration Agreement relating to the Certificates; (vi) the rights under
the
Mortgage Loan Purchase Agreement; and (vii) all proceeds of the foregoing,
including proceeds of conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid property.
Trustee:
LaSalle
Bank National Association, for the benefit of the Certificateholders under
this
Agreement, a national banking association and any successor thereto, and
any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and
any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Trustee
Fee:
As to
each Mortgage Loan and any Distribution Date, a per annum fee equal to 0.0080%
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
Due
Date in the month preceding the month in which such Distribution Date
occurs.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the related Uncertificated Principal Balance or related Uncertificated Notional
Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and Relief
Act
Interest Shortfalls (allocated to such REMIC Regular Interests as set forth
in
Section 1.02).
Uncertificated
Notional Amount:
With
respect to the Class CE Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest P) for such Distribution
Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed
below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
|
I-1-A
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through I-60-A
|
|
10
|
I-10-A
through I-60-A
|
|
11
|
I-11-A
through I-60-A
|
|
12
|
I-12-A
through I-60-A
|
|
13
|
I-13-A
through I-60-A
|
|
14
|
I-14-A
through I-60-A
|
|
15
|
I-15-A
through I-60-A
|
|
16
|
I-16-A
through I-60-A
|
|
17
|
I-17-A
through I-60-A
|
|
18
|
I-18-A
through I-60-A
|
|
19
|
I-19-A
through I-60-A
|
|
20
|
I-20-A
through I-60-A
|
|
21
|
I-21-A
through I-60-A
|
|
22
|
I-22-A
through I-60-A
|
|
23
|
I-23-A
through I-60-A
|
|
24
|
I-24-A
through I-60-A
|
|
25
|
I-25-A
through I-60-A
|
|
26
|
I-26-A
through I-60-A
|
|
27
|
I-27-A
through I-60-A
|
|
28
|
I-28-A
through I-60-A
|
|
29
|
I-29-A
through I-60-A
|
|
30
|
I-30-A
through I-60-A
|
|
31
|
I-31-A
through I-60-A
|
|
32
|
I-32-A
through I-60-A
|
|
33
|
I-33-A
through I-60-A
|
|
34
|
I-34-A
through I-60-A
|
|
35
|
I-35-A
through I-60-A
|
|
36
|
I-36-A
through I-60-A
|
|
37
|
I-37-A
through I-60-A
|
|
38
|
I-38-A
through I-60-A
|
|
39
|
I-39-A
through I-60-A
|
|
40
|
I-40-A
through I-60-A
|
|
41
|
I-41-A
through I-60-A
|
|
42
|
I-42-A
through I-60-A
|
|
43
|
I-43-A
through I-60-A
|
|
44
|
I-44-A
through I-60-A
|
|
45
|
I-45-A
through I-60-A
|
|
46
|
I-46-A
through I-60-A
|
|
47
|
I-47-A
through I-60-A
|
|
48
|
I-48-A
through I-60-A
|
|
49
|
I-49-A
through I-60-A
|
|
50
|
I-50-A
through I-60-A
|
|
51
|
I-51-A
through I-60-A
|
|
52
|
I-52-A
through I-60-A
|
|
53
|
I-53-A
through I-60-A
|
|
54
|
I-54-A
through I-60-A
|
|
55
|
I-55-A
through I-60-A
|
|
56
|
I-56-A
through I-60-A
|
|
57
|
I-57-A
through I-60-A
|
|
58
|
I-58-A
through I-60-A
|
|
59
|
I-59-A
through I-60-A
|
|
60
|
I-60-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With
respect to REMIC VI Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests, Class P Interest and Class CE Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest, Class P
Interest and Class CE Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance,
and on any date of determination thereafter, the Uncertificated Principal
Balance of the Class CE Interest shall be an amount equal to the excess,
if any,
of (A) the then aggregate Uncertificated Principal Balance of the REMIC II
Regular Interests, over (B) the then aggregate Certificate Principal Balance
of
the Class A Certificates and the Class M Certificates and the Uncertificated
Principal Balance of the Class P Interest then outstanding. On each Distribution
Date, the Uncertificated Principal Balance of the REMIC Regular Interests,
Class
CE Interest and Class P Interest shall be reduced by all distributions of
principal made on such REMIC Regular Interests, Class CE Interest and Class
P
Interest on such Distribution Date pursuant to Section 5.07 and, if and to
the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses as provided in Section 5.05, and the Uncertificated
Principal Balances of REMIC II Regular Interest ZZ shall be increased by
interest deferrals as provided in Sections 5.07(d)(1)(ii). The Uncertificated
Principal Balance of each REMIC Regular Interest, Class P Interest and Class
CE
Interest shall never be less than zero.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Regular Interest ending with the designation “A” and any
Distribution Date, a per annum rate equal to the weighted average Net Mortgage
Rate of the Mortgage Loans multiplied by 2, subject to a maximum rate of
10.4230%. With respect to each REMIC I Regular Interest ending with the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average
Net
Mortgage Rate of the Mortgage Loans over (2) 10.4230% and (y) 0.00% per annum.
With
respect to REMIC I Regular Interest P, 0.00%.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A Certificate or Class M Certificate is the Corresponding
Certificate and REMIC II Regular Interest ZZ, and any Distribution Date,
a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC
I
Pass-Through Rates for the REMIC I Regular Interests ending with the designation
“B” for such Distribution Date and (y) the rates listed below for the REMIC I
Regular Interests ending with the designation “A” for such Distribution Date, in
each case, weighted on the basis of the Uncertificated Principal Balances
of
each such REMIC I Regular Interest for such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|