EXHIBIT 4
================================================================================
BCAP TRUST LLC 2007-AA2
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-AA2
TRUST AGREEMENT
among
BCAP LLC,
Depositor,
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
Custodian
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
Dated March 1, 2007
================================================================================
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans................................
Section 2.02 Acceptance by the Custodian of the Mortgage Loans...........
Section 2.03 Execution and Delivery of Certificates......................
Section 2.04 REMIC Matters...............................................
Section 2.05 Representations and Warranties of the Depositor.............
Section 2.06 Representations and Warranties of the Custodian.............
ARTICLE III
TRUST ACCOUNTS
Section 3.01 Distribution Account and Excess Reserve Fund Account........
Section 3.02 Investment of Funds in the Distribution Account.............
ARTICLE IV
DISTRIBUTIONS
Section 4.01 Priorities of Distribution..................................
Section 4.02 Subordination...............................................
Section 4.03 Allocation of Realized Losses for Group II..................
Section 4.04 Monthly Statements to Certificateholders....................
Section 4.05 Allocation of Applied Realized Loss Amounts on
Group I Certificates.......................................
Section 4.06 Certain Matters Relating to the Determination of LIBOR......
Section 4.07 Supplemental Interest Account and Posted Collateral Account.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates............................................
Section 5.02 Certificate Register; Registration of Transfer and
Exchange of Certificates...................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...........
Section 5.04 Persons Deemed Owners.......................................
Section 5.05 Access to List of Certificateholders' Names and Addresses...
Section 5.06 Maintenance of Office or Agency.............................
ARTICLE VI
THE DEPOSITOR
Section 6.01 Respective Liabilities of the Depositor.....................
Section 6.02 Merger or Consolidation of the Depositor....................
Section 6.03 Limitation on Liability of the Depositor and Others.........
Section 6.04 Option to Purchase Defaulted Mortgage Loans.................
ARTICLE VII
SERVICER DEFAULT
Section 7.01 Events of Default...........................................
Section 7.02 Trustee to Act; Appointment of Successor....................
Section 7.03 Notification to Certificateholders..........................
ARTICLE VIII
CONCERNING THE TRUSTEE, THE CUSTODIAN, VARIOUS TAX
MATTERS, SERVICING REPORTS AND PERIODIC FILINGS
Section 8.01 Duties of the Trustee.......................................
Section 8.02 [Reserved]..................................................
Section 8.03 Certain Matters Affecting the Trustee.......................
Section 8.04 Trustee and Custodian Not Liable for Certificates
or Mortgage Loans...........................................
Section 8.05 Trustee May Own Certificates................................
Section 8.06 Trustee's and Custodian's Fees and Expenses.................
Section 8.07 Eligibility Requirements for the Trustee....................
Section 8.08 Resignation and Removal of the Trustee......................
Section 8.09 Successor Trustee...........................................
Section 8.10 Merger or Consolidation of the Trustee......................
Section 8.11 Appointment of Co-Trustee or Separate Trustee...............
Section 8.12 Tax Matters.................................................
Section 8.13 Annual Reports on Assessment of Compliance with
Servicing Criteria; Annual Independent Public
Accountants' Attestation Report............................
Section 8.14 Periodic Filings............................................
Section 8.15 Tax Classification of the Excess Reserve Fund Account,
the Supplemental Interest Account and the Group I
Interest Rate Swap Agreement................................
Section 8.16 Subcontractors..............................................
Section 8.17 Custodial Responsibilities..................................
Section 8.18 Limitations on Custodial Responsibilities...................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans..............................................
Section 9.02 Final Distribution on the Certificates......................
Section 9.03 Additional Termination Requirements.........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment...................................................
Section 10.02 Recordation of Agreement; Counterparts......................
Section 10.03 Governing Law...............................................
Section 10.04 Intention of Parties........................................
Section 10.05 Notices.....................................................
Section 10.06 Severability of Provisions..................................
Section 10.07 Limitation on Rights of Certificateholders..................
Section 10.08 Certificates Nonassessable and Fully Paid...................
Section 10.09 Waiver of Jury Trial........................................
Section 10.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness..............................................
SCHEDULES
---------
Schedule I Mortgage Loan Schedule
EXHIBITS
--------
EXHIBIT A Form of Class I-A, Class I-M and Class I-B, Class I-IO, Class
I-PO, Class II-A, Class II-M and Class II-B, Class II-IO and
Class II-PO Certificates
EXHIBIT B Form of Class I-R and Class II-AR Certificates
EXHIBIT C Form of Class I-CE Certificates
EXHIBIT D Form of Request for Release
EXHIBIT E Form of Initial Certification of Custodian
EXHIBIT F Form of Document Certification and Exception Report of Custodian
EXHIBIT G Form of Residual Transfer Affidavit
EXHIBIT H Form of Transferor Certificate
EXHIBIT I Form of Rule 144A Letter
EXHIBIT J Form of Certification to be Provided with Form 10-K
EXHIBIT K Form of Trustee Certification to be Provided to Depositor
EXHIBIT L-1 Xxxxx Fargo Sale and Servicing Agreement
EXHIBIT L-2 Countrywide Sale Agreement
EXHIBIT M Countrywide Servicing Agreement
EXHIBIT N-1 Xxxxx Fargo Assignment Agreement
EXHIBIT N-2 Countrywide Assignment Agreement
EXHIBIT O Group I Interest Rate Swap Agreement
EXHIBIT P Servicing Criteria
EXHIBIT Q Additional Form 10-D Disclosure
EXHIBIT R Additional Form 10-K Disclosure
EXHIBIT S Form 8-K Disclosure Information
EXHIBIT T Additional Disclosure Notification
EXHIBIT U Countrywide Amendment Reg AB
EXHIBIT V Representation Letter
THIS TRUST AGREEMENT, dated as of March 1, 2007 (this "Agreement"),
is hereby executed by and between BCAP LLC, a Delaware limited liability company
(the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, as custodian (in such capacity, the "Custodian"), and DEUTSCHE BANK
NATIONAL TRUST COMPANY, a national banking association, as trustee (the
"Trustee").
W I T N E S S E T H:
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Trustee shall elect that seven segregated asset pools within the
Trust Fund (exclusive of (i) the Group I Interest Rate Swap Agreement, (ii) the
Supplemental Interest Account, (iii) the Excess Reserve Fund Account and (iv)
the right of the Group I LIBOR Certificates to receive Basis Risk Carry Forward
Amounts and, without duplication, Group I Upper Tier Carry Forward Amounts,
subject to the obligation to pay Class I-IO Shortfalls) be treated for federal
income tax purposes as comprising seven REMICs (each, with respect to Group I, a
"Group I Trust REMIC" or, in the alternative, the Group I Pooling Tier REMIC-A,
the Group I Pooling Tier REMIC-B, the Group I Lower Tier REMIC and the Group I
Upper Tier REMIC, respectively, and with respect to Group II, a "Group II Trust
REMIC" or, in the alternative, the Group II Pooling Tier REMIC, the Group II
Lower Tier REMIC and the Group II Upper Tier REMIC, respectively).
Each Class of Group I Certificates (other than the Class I-R
Certificates), other than the right of each Class of Group I LIBOR Certificates
to receive Basis Risk Carry Forward Amounts and, without duplication, Group I
Upper Tier Carry Forward Amounts and the obligation to pay Class I-IO Shortfalls
and the right of the Class I-CE Certificates to receive payments from the Group
I Interest Rate Swap Agreement, and the right to receive Class I-IO Shortfalls
represents ownership of a regular interest (or in the case of the Class I-CE
Certificates, two regular interests) in the Group I Upper Tier REMIC for
purposes of the REMIC Provisions. The Class I-R Certificates represent ownership
of the sole Class of residual interest in each of the Group I Pooling Tier
REMIC-A, the Group I Pooling Tier REMIC-B, the Group I Lower Tier REMIC and the
Group I Upper Tier REMIC for purposes of the REMIC Provisions.
Each Class of Group II Certificates (other than the Class II-AR
Certificates) represents ownership of a regular interest in the Group II Upper
Tier REMIC for purposes of the REMIC Provisions. The Class II-AR Certificates
represent ownership of the sole Class of residual interest in each of the Group
II Pooling Tier REMIC, the Group II Lower Tier REMIC and the Group II Upper Tier
REMIC. The Startup Day for each Trust REMIC is the Closing Date. The latest
possible maturity date for each regular interest is the latest date referenced
in Section 2.04.
The Group I Upper Tier REMIC shall hold as assets the several
Classes of uncertificated Group I Lower Tier Regular Interests, set out below.
The Group I Lower Tier REMIC shall hold as assets the several Classes of
uncertificated the Group I Pooling Tier REMIC-B Regular Interests. The Group I
Pooling Tier REMIC-B shall hold as assets the several Classes of uncertificated
Group I Pooling Tier REMIC-A Regular Interests. The Group I Pooling Tier REMIC-A
shall hold as assets the assets relating to Loan Group I (exclusive of (i) the
Group I Interest Rate Swap Agreement, (ii) the Supplemental Interest Account,
(iii) the Excess Reserve Fund Account, and (iv) the right of the Group I LIBOR
Certificates to receive Basis Risk Carry Forward Amounts and, without
duplication, Group I Upper Tier Carry Forward Amounts and the obligation to pay
Class I-IO Shortfalls).
For federal income tax purposes, each Class of Group I LIBOR
Certificates represents beneficial ownership of a regular interest in the Group
I Upper Tier REMIC and the right to receive Basis Risk Carry Forward Amounts
and, without duplication, Group I Upper Tier Carry Forward Amounts, subject to
the obligation to pay Class I-IO Shortfalls, and the Class I-CE Certificates
represent beneficial ownership of two regular interests in the Group I Upper
Tier REMIC, the Excess Reserve Fund Account, the Supplemental Interest Account
and the Group I Interest Rate Swap Agreement, which portions of the Trust Fund
shall be treated as a grantor trust.
Group I Pooling Tier REMIC-A
The Group I Pooling Tier REMIC-A shall issue the following interests
in the Group I Pooling Tier REMIC-A, and each such interest, other than the
Class PTI-A-R Interest, is hereby designated as a regular interest in the Group
I Pooling Tier REMIC-A. Pooling Tier REMIC-A Interests with a "-1-" in their
designation shall relate to Subgroup I-1 Mortgage Loans and Pooling Tier REMIC-A
Interests with a "-2-" in their designation shall relate to the Subgroup I-2
Mortgage Loans. The Group I Pooling Tier REMIC-A shall also issue the Class
PTI-A-R Interest. The Class PTI-A-R Interest is hereby designated as the sole
Class of residual interest in the Group I Pooling Tier REMIC-A.
Initial Group I
Pooling Tier
Group I Pooling Tier Group I Pooling Tier REMIC-A
REMIC-A Interest REMIC-A Interest Rate Principal Amount
-------------------- --------------------- ----------------
Class PTA-I-1-1 (1) $3,010,817.75
Class PTA-I-1-2A (2) $6,752,905.70
Class PTA-I-1-2B (3) $6,752,905.70
Class PTA-I-1-3A (2) $6,554,797.58
Class PTA-I-1-3B (3) $6,554,797.58
Class PTA-I-1-4A (2) $6,362,499.46
Class PTA-I-1-4B (3) $6,362,499.46
Class PTA-I-1-5A (2) $6,175,840.97
Class PTA-I-1-5B (3) $6,175,840.97
Class PTA-I-1-6A (2) $5,994,656.77
Class PTA-I-1-6B (3) $5,994,656.77
Class PTA-I-1-7A (2) $5,818,786.35
Class PTA-I-1-7B (3) $5,818,786.35
Class PTA-I-1-8A (2) $5,648,073.91
Class PTA-I-1-8B (3) $5,648,073.91
Class PTA-I-1-9A (2) $5,482,368.21
Class PTA-I-1-9B (3) $5,482,368.21
Class PTA-I-1-10A (2) $5,321,522.46
Class PTA-I-1-10B (3) $5,321,522.46
Class PTA-I-1-11A (2) $5,165,394.16
Class PTA-I-1-11B (3) $5,165,394.16
Class PTA-I-1-12A (2) $5,013,844.98
Class PTA-I-1-12B (3) $5,013,844.98
Class PTA-I-1-13A (2) $4,866,740.66
Class PTA-I-1-13B (3) $4,866,740.66
Class PTA-I-1-14A (2) $4,723,950.86
Class PTA-I-1-14B (3) $4,723,950.86
Class PTA-I-1-15A (2) $4,585,349.09
Class PTA-I-1-15B (3) $4,585,349.09
Class PTA-I-1-16A (2) $4,450,812.54
Class PTA-I-1-16B (3) $4,450,812.54
Class PTA-I-1-17A (2) $4,320,222.01
Class PTA-I-1-17B (3) $4,320,222.01
Class PTA-I-1-18A (2) $4,193,461.79
Class PTA-I-1-18B (3) $4,193,461.79
Class PTA-I-1-19A (2) $4,070,419.57
Class PTA-I-1-19B (3) $4,070,419.57
Class PTA-I-1-20A (2) $3,950,986.33
Class PTA-I-1-20B (3) $3,950,986.33
Class PTA-I-1-21A (2) $3,835,056.24
Class PTA-I-1-21B (3) $3,835,056.24
Class PTA-I-1-22A (2) $3,722,526.57
Class PTA-I-1-22B (3) $3,722,526.57
Class PTA-I-1-23A (2) $3,613,297.62
Class PTA-I-1-23B (3) $3,613,297.62
Class PTA-I-1-24A (2) $3,507,272.61
Class PTA-I-1-24B (3) $3,507,272.61
Class PTA-I-1-25A (2) $3,404,357.56
Class PTA-I-1-25B (3) $3,404,357.56
Class PTA-I-1-26A (2) $3,335,398.11
Class PTA-I-1-26B (3) $3,335,398.11
Class PTA-I-1-27A (2) $3,206,589.30
Class PTA-I-1-27B (3) $3,206,589.30
Class PTA-I-1-28A (2) $3,112,494.16
Class PTA-I-1-28B (3) $3,112,494.16
Class PTA-I-1-29A (2) $3,036,813.85
Class PTA-I-1-29B (3) $3,036,813.85
Class PTA-I-1-30A (2) $2,932,029.71
Class PTA-I-1-30B (3) $2,932,029.71
Class PTA-I-1-31A (2) $3,066,261.09
Class PTA-I-1-31B (3) $3,066,261.09
Class PTA-I-1-32A (2) $3,118,774.45
Class PTA-I-1-32B (3) $3,118,774.45
Class PTA-I-1-33A (2) $3,035,336.91
Class PTA-I-1-33B (3) $3,035,336.91
Class PTA-I-1-34A (2) $2,656,634.72
Class PTA-I-1-34B (3) $2,656,634.72
Class PTA-I-1-35A (2) $3,651,649.65
Class PTA-I-1-35B (3) $3,651,649.65
Class PTA-I-1-36A (2) $2,772,528.45
Class PTA-I-1-36B (3) $2,772,528.45
Class PTA-I-1-37A (2) $2,308,793.10
Class PTA-I-1-37B (3) $2,308,793.10
Class PTA-I-1-38A (2) $2,241,037.88
Class PTA-I-1-38B (3) $2,241,037.88
Class PTA-I-1-39A (2) $2,175,270.28
Class PTA-I-1-39B (3) $2,175,270.28
Class PTA-I-1-40A (2) $2,111,432.01
Class PTA-I-1-40B (3) $2,111,432.01
Class PTA-I-1-41A (2) $2,049,466.50
Class PTA-I-1-41B (3) $2,049,466.50
Class PTA-I-1-42A (2) $1,989,318.82
Class PTA-I-1-42B (3) $1,989,318.82
Class PTA-I-1-43A (2) $1,930,935.66
Class PTA-I-1-43B (3) $1,930,935.66
Class PTA-I-1-44A (2) $1,874,265.28
Class PTA-I-1-44B (3) $1,874,265.28
Class PTA-I-1-45A (2) $1,819,257.44
Class PTA-I-1-45B (3) $1,819,257.44
Class PTA-I-1-46A (2) $1,765,863.39
Class PTA-I-1-46B (3) $1,765,863.39
Class PTA-I-1-47A (2) $1,714,035.79
Class PTA-I-1-47B (3) $1,714,035.79
Class PTA-I-1-48A (2) $1,663,728.70
Class PTA-I-1-48B (3) $1,663,728.70
Class PTA-I-1-49A (2) $1,614,897.53
Class PTA-I-1-49B (3) $1,614,897.53
Class PTA-I-1-50A (2) $1,567,499.00
Class PTA-I-1-50B (3) $1,567,499.00
Class PTA-I-1-51A (2) $1,521,491.08
Class PTA-I-1-51B (3) $1,521,491.08
Class PTA-I-1-52A (2) $1,483,511.61
Class PTA-I-1-52B (3) $1,483,511.61
Class PTA-I-1-53A (2) $1,477,753.70
Class PTA-I-1-53B (3) $1,477,753.70
Class PTA-I-1-54A (2) $1,400,040.66
Class PTA-I-1-54B (3) $1,400,040.66
Class PTA-I-1-55A (2) $1,375,501.96
Class PTA-I-1-55B (3) $1,375,501.96
Class PTA-I-1-56A (2) $1,368,004.90
Class PTA-I-1-56B (3) $1,368,004.90
Class PTA-I-1-57A (2) $1,464,622.63
Class PTA-I-1-57B (3) $1,464,622.63
Class PTA-I-1-58A (2) $3,277,817.86
Class PTA-I-1-58B (3) $3,277,817.86
Class PTA-I-1-59A (2) $10,636,331.89
Class PTA-I-1-59B (3) $10,636,331.89
Class PTA-I-1-60A (2) $24,100,833.15
Class PTA-I-1-60B (3) $24,100,833.15
Class PTA-I-1-61A (3) $728,858.57
Class PTA-I-1-61B (3) $728,858.57
Class PTA-I-1-62A (2) $87,608.58
Class PTA-I-1-62B (3) $87,608.58
Class PTA-I-1-63A (2) $85,031.77
Class PTA-I-1-63B (3) $85,031.77
Class PTA-I-1-64A (2) $82,530.69
Class PTA-I-1-64B (3) $82,530.69
Class PTA-I-1-65A (2) $80,103.12
Class PTA-I-1-65B (3) $80,103.12
Class PTA-I-1-66A (2) $77,746.90
Class PTA-I-1-66B (3) $77,746.90
Class PTA-I-1-67A (2) $75,459.93
Class PTA-I-1-67B (3) $75,459.93
Class PTA-I-1-68A (2) $73,240.17
Class PTA-I-1-68B (3) $73,240.17
Class PTA-I-1-69A (2) $71,085.66
Class PTA-I-1-69B (3) $71,085.66
Class PTA-I-1-70A (2) $68,994.49
Class PTA-I-1-70B (3) $68,994.49
Class PTA-I-1-71A (3) $66,964.78
Class PTA-I-1-71B (3) $66,964.78
Class PTA-I-1-72A (2) $74,369.28
Class PTA-I-1-72B (3) $74,369.28
Class PTA-I-1-73A (2) $126,746.36
Class PTA-I-1-73B (3) $126,746.36
Class PTA-I-1-74A (2) $59,065.41
Class PTA-I-1-74B (3) $59,065.41
Class PTA-I-1-75A (2) $73,184.42
Class PTA-I-1-75B (3) $73,184.42
Class PTA-I-1-76A (2) $55,169.42
Class PTA-I-1-76B (3) $55,169.42
Class PTA-I-1-77A (2) $62,975.68
Class PTA-I-1-77B (3) $62,975.68
Class PTA-I-1-78A (2) $51,679.80
Class PTA-I-1-78B (3) $51,679.80
Class PTA-I-1-79A (2) $100,504.28
Class PTA-I-1-79B (3) $100,504.28
Class PTA-I-1-80A (2) $181,963.20
Class PTA-I-1-80B (3) $181,963.20
Class PTA-I-1-81A (3) $203,444.44
Class PTA-I-1-81B (3) $203,444.44
Class PTA-I-1-82A (2) $545,273.65
Class PTA-I-1-82B (3) $545,273.65
Class PTA-I-1-83A (2) $470,493.70
Class PTA-I-1-83B (3) $470,493.70
Class PTA-I-1-84A (2) $5,974.96
Class PTA-I-1-84B (3) $5,974.96
Class PTA-I-1-85A (2) $5,798.62
Class PTA-I-1-85B (3) $5,798.62
Class PTA-I-1-86A (2) $5,627.48
Class PTA-I-1-86B (3) $5,627.48
Class PTA-I-1-87A (2) $5,461.38
Class PTA-I-1-87B (3) $5,461.38
Class PTA-I-1-88A (2) $5,300.18
Class PTA-I-1-88B (3) $5,300.18
Class PTA-I-1-89A (2) $5,143.73
Class PTA-I-1-89B (3) $5,143.73
Class PTA-I-1-90A (2) $4,991.89
Class PTA-I-1-90B (3) $4,991.89
Class PTA-I-1-91A (3) $4,844.53
Class PTA-I-1-91B (3) $4,844.53
Class PTA-I-1-92A (2) $4,701.51
Class PTA-I-1-92B (3) $4,701.51
Class PTA-I-1-93A (2) $4,562.70
Class PTA-I-1-93B (3) $4,562.70
Class PTA-I-1-94A (2) $4,427.99
Class PTA-I-1-94B (3) $4,427.99
Class PTA-I-1-95A (2) $4,297.25
Class PTA-I-1-95B (3) $4,297.25
Class PTA-I-1-96A (2) $4,170.36
Class PTA-I-1-96B (3) $4,170.36
Class PTA-I-1-97A (2) $4,047.22
Class PTA-I-1-97B (3) $4,047.22
Class PTA-I-1-98A (2) $3,927.70
Class PTA-I-1-98B (3) $3,927.70
Class PTA-I-1-99A (2) $3,811.71
Class PTA-I-1-99B (3) $3,811.71
Class PTA-I-1-100A (2) $3,699.14
Class PTA-I-1-100B (3) $3,699.14
Class PTA-I-1-101A (3) $3,589.89
Class PTA-I-1-101B (3) $3,589.89
Class PTA-I-1-102A (2) $3,483.85
Class PTA-I-1-102B (3) $3,483.85
Class PTA-I-1-103A (2) $3,380.95
Class PTA-I-1-103B (3) $3,380.95
Class PTA-I-1-104A (2) $3,281.08
Class PTA-I-1-104B (3) $3,281.08
Class PTA-I-1-105A (2) $3,184.16
Class PTA-I-1-105B (3) $3,184.16
Class PTA-I-1-106A (2) $3,090.09
Class PTA-I-1-106B (3) $3,090.09
Class PTA-I-1-107A (2) $2,998.80
Class PTA-I-1-107B (3) $2,998.80
Class PTA-I-1-108A (2) $2,910.20
Class PTA-I-1-108B (3) $2,910.20
Class PTA-I-1-109A (2) $2,824.22
Class PTA-I-1-109B (3) $2,824.22
Class PTA-I-1-110A (2) $3,374.33
Class PTA-I-1-110B (3) $3,374.33
Class PTA-I-1-111A (3) $3,625.03
Class PTA-I-1-111B (3) $3,625.03
Class PTA-I-1-112A (2) $5,863.46
Class PTA-I-1-112B (3) $5,863.46
Class PTA-I-1-113A (2) $5,828.09
Class PTA-I-1-113B (3) $5,828.09
Class PTA-I-1-114A (2) $2,176.61
Class PTA-I-1-114B (3) $2,176.61
Class PTA-I-1-115A (2) $3,039.69
Class PTA-I-1-115B (3) $3,039.69
Class PTA-I-1-116A (2) $6,884.46
Class PTA-I-1-116B (3) $6,884.46
Class PTA-I-1-117A (2) $37,186.35
Class PTA-I-1-117B (3) $37,186.35
Class PTA-I-1-118A (2) $10,619.98
Class PTA-I-1-118B (3) $10,619.98
Class PTA-I-1-119A (2) $13,958.55
Class PTA-I-1-119B (3) $13,958.55
Class PTA-I-2-1 (4) $3,983,478.13
Class PTA-I-2-2A (5) $8,934,467.12
Class PTA-I-2-2B (6) $8,934,467.12
Class PTA-I-2-3A (5) $8,672,359.14
Class PTA-I-2-3B (6) $8,672,359.14
Class PTA-I-2-4A (5) $8,417,938.10
Class PTA-I-2-4B (6) $8,417,938.10
Class PTA-I-2-5A (5) $8,170,978.61
Class PTA-I-2-5B (6) $8,170,978.61
Class PTA-I-2-6A (5) $7,931,261.91
Class PTA-I-2-6B (6) $7,931,261.91
Class PTA-I-2-7A (5) $7,698,575.64
Class PTA-I-2-7B (6) $7,698,575.64
Class PTA-I-2-8A (5) $7,472,713.65
Class PTA-I-2-8B (6) $7,472,713.65
Class PTA-I-2-9A (5) $7,253,475.87
Class PTA-I-2-9B (6) $7,253,475.87
Class PTA-I-2-10A (5) $7,040,668.06
Class PTA-I-2-10B (6) $7,040,668.06
Class PTA-I-2-11A (5) $6,834,101.69
Class PTA-I-2-11B (6) $6,834,101.69
Class PTA-I-2-12A (5) $6,633,593.76
Class PTA-I-2-12B (6) $6,633,593.76
Class PTA-I-2-13A (5) $6,438,966.62
Class PTA-I-2-13B (6) $6,438,966.62
Class PTA-I-2-14A (5) $6,250,047.84
Class PTA-I-2-14B (6) $6,250,047.84
Class PTA-I-2-15A (5) $6,066,670.04
Class PTA-I-2-15B (6) $6,066,670.04
Class PTA-I-2-16A (5) $5,888,670.75
Class PTA-I-2-16B (6) $5,888,670.75
Class PTA-I-2-17A (5) $5,715,892.27
Class PTA-I-2-17B (6) $5,715,892.27
Class PTA-I-2-18A (5) $5,548,181.50
Class PTA-I-2-18B (6) $5,548,181.50
Class PTA-I-2-19A (5) $5,385,389.85
Class PTA-I-2-19B (6) $5,385,389.85
Class PTA-I-2-20A (5) $5,227,373.07
Class PTA-I-2-20B (6) $5,227,373.07
Class PTA-I-2-21A (5) $5,073,991.16
Class PTA-I-2-21B (6) $5,073,991.16
Class PTA-I-2-22A (5) $4,925,108.20
Class PTA-I-2-22B (6) $4,925,108.20
Class PTA-I-2-23A (5) $4,780,592.27
Class PTA-I-2-23B (6) $4,780,592.27
Class PTA-I-2-24A (5) $4,640,315.32
Class PTA-I-2-24B (6) $4,640,315.32
Class PTA-I-2-25A (5) $4,504,153.04
Class PTA-I-2-25B (6) $4,504,153.04
Class PTA-I-2-26A (5) $4,412,915.88
Class PTA-I-2-26B (6) $4,412,915.88
Class PTA-I-2-27A (5) $4,242,494.70
Class PTA-I-2-27B (6) $4,242,494.70
Class PTA-I-2-28A (5) $4,118,001.63
Class PTA-I-2-28B (6) $4,118,001.63
Class PTA-I-2-29A (5) $4,017,872.41
Class PTA-I-2-29B (6) $4,017,872.41
Class PTA-I-2-30A (5) $3,879,237.20
Class PTA-I-2-30B (6) $3,879,237.20
Class PTA-I-2-31A (5) $4,056,832.73
Class PTA-I-2-31B (6) $4,056,832.73
Class PTA-I-2-32A (5) $4,126,310.80
Class PTA-I-2-32B (6) $4,126,310.80
Class PTA-I-2-33A (5) $4,015,918.33
Class PTA-I-2-33B (6) $4,015,918.33
Class PTA-I-2-34A (5) $3,514,874.42
Class PTA-I-2-34B (6) $3,514,874.42
Class PTA-I-2-35A (5) $4,831,334.13
Class PTA-I-2-35B (6) $4,831,334.13
Class PTA-I-2-36A (5) $3,668,208.23
Class PTA-I-2-36B (6) $3,668,208.23
Class PTA-I-2-37A (5) $3,054,660.76
Class PTA-I-2-37B (6) $3,054,660.76
Class PTA-I-2-38A (5) $2,965,016.85
Class PTA-I-2-38B (6) $2,965,016.85
Class PTA-I-2-39A (5) $2,878,002.69
Class PTA-I-2-39B (6) $2,878,002.69
Class PTA-I-2-40A (5) $2,793,541.13
Class PTA-I-2-40B (6) $2,793,541.13
Class PTA-I-2-41A (5) $2,711,557.34
Class PTA-I-2-41B (6) $2,711,557.34
Class PTA-I-2-42A (5) $2,631,978.64
Class PTA-I-2-42B (6) $2,631,978.64
Class PTA-I-2-43A (5) $2,554,734.50
Class PTA-I-2-43B (6) $2,554,734.50
Class PTA-I-2-44A (5) $2,479,756.46
Class PTA-I-2-44B (6) $2,479,756.46
Class PTA-I-2-45A (5) $2,406,978.05
Class PTA-I-2-45B (6) $2,406,978.05
Class PTA-I-2-46A (5) $2,336,334.76
Class PTA-I-2-46B (6) $2,336,334.76
Class PTA-I-2-47A (5) $2,267,763.99
Class PTA-I-2-47B (6) $2,267,763.99
Class PTA-I-2-48A (5) $2,201,204.94
Class PTA-I-2-48B (6) $2,201,204.94
Class PTA-I-2-49A (5) $2,136,598.60
Class PTA-I-2-49B (6) $2,136,598.60
Class PTA-I-2-50A (5) $2,073,887.73
Class PTA-I-2-50B (6) $2,073,887.73
Class PTA-I-2-51A (5) $2,013,016.71
Class PTA-I-2-51B (6) $2,013,016.71
Class PTA-I-2-52A (5) $1,962,767.78
Class PTA-I-2-52B (6) $1,962,767.78
Class PTA-I-2-53A (5) $1,955,149.74
Class PTA-I-2-53B (6) $1,955,149.74
Class PTA-I-2-54A (5) $1,852,331.10
Class PTA-I-2-54B (6) $1,852,331.10
Class PTA-I-2-55A (5) $1,819,865.05
Class PTA-I-2-55B (6) $1,819,865.05
Class PTA-I-2-56A (5) $1,809,946.02
Class PTA-I-2-56B (6) $1,809,946.02
Class PTA-I-2-57A (5) $1,937,776.62
Class PTA-I-2-57B (6) $1,937,776.62
Class PTA-I-2-58A (5) $4,336,734.02
Class PTA-I-2-58B (6) $4,336,734.02
Class PTA-I-2-59A (5) $14,072,454.40
Class PTA-I-2-59B (6) $14,072,454.40
Class PTA-I-2-60A (2) $31,886,733.03
Class PTA-I-2-60B (3) $31,886,733.03
Class PTA-I-2-61A (3) $964,320.13
Class PTA-I-2-61B (3) $964,320.13
Class PTA-I-2-62A (2) $115,910.99
Class PTA-I-2-62B (3) $115,910.99
Class PTA-I-2-63A (2) $112,501.73
Class PTA-I-2-63B (3) $112,501.73
Class PTA-I-2-64A (2) $109,192.66
Class PTA-I-2-64B (3) $109,192.66
Class PTA-I-2-65A (2) $105,980.85
Class PTA-I-2-65B (3) $105,980.85
Class PTA-I-2-66A (2) $102,863.44
Class PTA-I-2-66B (3) $102,863.44
Class PTA-I-2-67A (2) $99,837.65
Class PTA-I-2-67B (3) $99,837.65
Class PTA-I-2-68A (2) $96,900.79
Class PTA-I-2-68B (3) $96,900.79
Class PTA-I-2-69A (2) $94,050.26
Class PTA-I-2-69B (3) $94,050.26
Class PTA-I-2-70A (2) $91,283.52
Class PTA-I-2-70B (3) $91,283.52
Class PTA-I-2-71A (3) $88,598.10
Class PTA-I-2-71B (3) $88,598.10
Class PTA-I-2-72A (2) $98,394.66
Class PTA-I-2-72B (3) $98,394.66
Class PTA-I-2-73A (2) $167,692.43
Class PTA-I-2-73B (3) $167,692.43
Class PTA-I-2-74A (2) $78,146.81
Class PTA-I-2-74B (3) $78,146.81
Class PTA-I-2-75A (2) $96,827.03
Class PTA-I-2-75B (3) $96,827.03
Class PTA-I-2-76A (2) $72,992.19
Class PTA-I-2-76B (3) $72,992.19
Class PTA-I-2-77A (2) $83,320.30
Class PTA-I-2-77B (3) $83,320.30
Class PTA-I-2-78A (2) $68,375.23
Class PTA-I-2-78B (3) $68,375.23
Class PTA-I-2-79A (2) $132,972.72
Class PTA-I-2-79B (3) $132,972.72
Class PTA-I-2-80A (2) $240,747.35
Class PTA-I-2-80B (3) $240,747.35
Class PTA-I-2-81A (3) $269,168.23
Class PTA-I-2-81B (3) $269,168.23
Class PTA-I-2-82A (2) $721,427.14
Class PTA-I-2-82B (3) $721,427.14
Class PTA-I-2-83A (2) $622,489.15
Class PTA-I-2-83B (3) $622,489.15
Class PTA-I-2-84A (2) $7,905.20
Class PTA-I-2-84B (3) $7,905.20
Class PTA-I-2-85A (2) $7,671.89
Class PTA-I-2-85B (3) $7,671.89
Class PTA-I-2-86A (2) $7,445.47
Class PTA-I-2-86B (3) $7,445.47
Class PTA-I-2-87A (2) $7,225.71
Class PTA-I-2-87B (3) $7,225.71
Class PTA-I-2-88A (2) $7,012.43
Class PTA-I-2-88B (3) $7,012.43
Class PTA-I-2-89A (2) $6,805.44
Class PTA-I-2-89B (3) $6,805.44
Class PTA-I-2-90A (2) $6,604.55
Class PTA-I-2-90B (3) $6,604.55
Class PTA-I-2-91A (3) $6,409.58
Class PTA-I-2-91B (3) $6,409.58
Class PTA-I-2-92A (2) $6,220.35
Class PTA-I-2-92B (3) $6,220.35
Class PTA-I-2-93A (2) $6,036.71
Class PTA-I-2-93B (3) $6,036.71
Class PTA-I-2-94A (2) $5,858.48
Class PTA-I-2-94B (3) $5,858.48
Class PTA-I-2-95A (2) $5,685.50
Class PTA-I-2-95B (3) $5,685.50
Class PTA-I-2-96A (2) $5,517.62
Class PTA-I-2-96B (3) $5,517.62
Class PTA-I-2-97A (2) $5,354.69
Class PTA-I-2-97B (3) $5,354.69
Class PTA-I-2-98A (2) $5,196.56
Class PTA-I-2-98B (3) $5,196.56
Class PTA-I-2-99A (2) $5,043.10
Class PTA-I-2-99B (3) $5,043.10
Class PTA-I-2-100A (2) $4,894.16
Class PTA-I-2-100B (3) $4,894.16
Class PTA-I-2-101A (3) $4,749.62
Class PTA-I-2-101B (3) $4,749.62
Class PTA-I-2-102A (2) $4,609.33
Class PTA-I-2-102B (3) $4,609.33
Class PTA-I-2-103A (2) $4,473.18
Class PTA-I-2-103B (3) $4,473.18
Class PTA-I-2-104A (2) $4,341.05
Class PTA-I-2-104B (3) $4,341.05
Class PTA-I-2-105A (2) $4,212.81
Class PTA-I-2-105B (3) $4,212.81
Class PTA-I-2-106A (2) $4,088.36
Class PTA-I-2-106B (3) $4,088.36
Class PTA-I-2-107A (2) $3,967.58
Class PTA-I-2-107B (3) $3,967.58
Class PTA-I-2-108A (2) $3,850.35
Class PTA-I-2-108B (3) $3,850.35
Class PTA-I-2-109A (2) $3,736.59
Class PTA-I-2-109B (3) $3,736.59
Class PTA-I-2-110A (2) $4,464.43
Class PTA-I-2-110B (3) $4,464.43
Class PTA-I-2-111A (3) $4,796.11
Class PTA-I-2-111B (3) $4,796.11
Class PTA-I-2-112A (2) $7,757.68
Class PTA-I-2-112B (3) $7,757.68
Class PTA-I-2-113A (2) $7,710.89
Class PTA-I-2-113B (3) $7,710.89
Class PTA-I-2-114A (2) $2,879.78
Class PTA-I-2-114B (3) $2,879.78
Class PTA-I-2-115A (2) $4,021.68
Class PTA-I-2-115B (3) $4,021.68
Class PTA-I-2-116A (2) $9,108.52
Class PTA-I-2-116B (3) $9,108.52
Class PTA-I-2-117A (2) $49,199.59
Class PTA-I-2-117B (3) $49,199.59
Class PTA-I-2-118A (2) $14,050.82
Class PTA-I-2-118B (3) $14,050.82
Class PTA-I-2-119A (2) $18,467.93
Class PTA-I-2-119B (3) $18,467.93
Class PTA-I-R (7) (7)
--------------------------
(1) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-A Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-A Interest Rate") equal to the
Group I Pooling Tier REMIC-A Subgroup I-1 WAC Rate.
(2) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-A Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-A Interest Rate") equal to the
product of (i) 2 and (ii) the Group I Pooling Tier REMIC-A Subgroup I-1
WAC Rate, subject to a maximum rate of 9.8094%.
(3) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-A Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-A Interest Rate") equal to the
excess, if any, of (A) the product of (i) 2 and (ii) the Group I Pooling
Tier REMIC-A Subgroup I-1 WAC Rate over (B) 9.8094%.
(4) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-A Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-A Interest Rate") equal to the
Group I Pooling Tier REMIC-A Subgroup I-2 WAC Rate.
(5) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-A Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-A Interest Rate") equal to the
product of (i) 2 and (ii) the Group I Pooling Tier REMIC-A Subgroup I-2
WAC Rate, subject to a maximum rate of 9.8094%.
(6) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-A Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-A Interest Rate") equal to the
excess, if any, of (A) the product of (i) 2 and (ii) the Group I Pooling
Tier REMIC-A Subgroup I-2 WAC Rate over (B) 9.8094%.
(7) The Class PTI-A-R Interest shall not have a principal balance and shall
not bear interest.
On each Distribution Date, the Trustee shall first pay from the
Trust Fund out of Group I and charge as an expense of the Group I Pooling Tier
REMIC-A all expenses of the Trust relating to Group I for such Distribution
Date. Such expense (other than Servicing Fees and Trustee Fees) shall be
allocated in the same manner as Realized Losses in Loan Group I.
On each Distribution Date, the interest distributable in respect of
the Group I Mortgage Loans from the related Subgroup for such Distribution Date
shall be deemed to be distributed to the Group I Pooling Tier REMIC-A Regular
Interests at the rates shown above.
On each Distribution Date, Realized Losses for Subgroup I-1,
Subsequent Recoveries for Subgroup I-1 and payments of principal in respect of
the Subgroup I-1 Mortgage Loans shall be allocated to the outstanding Group I
Pooling Tier REMIC-A Regular Interest related to Subgroup I-1 with the lowest
numerical denomination until the Group I Pooling Tier REMIC-A Principal Amount
of such interest or interests, as the case may be, is reduced to zero, provided
that, with respect to Group I Pooling Tier REMIC-A Regular Interests with the
same numerical denomination, such Realized Losses for Subgroup I-1 and payments
of principal shall be allocated pro rata between such Group I Pooling Tier
REMIC-A Regular Interests.
On each Distribution Date, Realized Losses for Subgroup I-2,
Subsequent Recoveries for Subgroup I-2 and payments of principal in respect of
the Subgroup I-2 Mortgage Loans shall be allocated to the outstanding Group I
Pooling Tier REMIC-A Regular Interest related to Subgroup I-2 with the lowest
numerical denomination until the Group I Pooling Tier REMIC-A Principal Amount
of such interest or interests, as the case may be, is reduced to zero, provided
that, with respect to Group I Pooling Tier REMIC-A Regular Interests with the
same numerical denomination, such Realized Losses for Subgroup I-2 and payments
of principal shall be allocated pro rata between such Group I Pooling Tier
REMIC-A Regular Interests.
Group I Pooling Tier REMIC-B
The Group I Pooling Tier REMIC-B shall issue the following interests
in the Group I Pooling Tier REMIC-B, and each such interest, other than the
Class PTI-B-R Interest, is hereby designated as a regular interest in the Group
I Pooling Tier REMIC-B. Pooling Tier REMIC-B Interests with a "I-1-" in their
designation shall relate to the Subgroup I-1 Mortgage Loans and Pooling Tier
REMIC-B Interests with a "-2-" in their designation shall relate to the Subgroup
I-2 Mortgage Loans. The Class PTI-B-R Interest is hereby designated as the sole
Class of residual interest in the Group I Pooling Tier REMIC-B and shall be
represented by the Class I-R Certificates.
Group I
Group I Pooling Group I Group I
Pooling Tier Group I Corresponding Corresponding
Group I Tier REMIC-B Corresponding Pooling Tier Scheduled
Pooling Tier REMIC-B Initial Pooling Tier REMIC-A Crossover
REMIC-B Interest Principal REMIC-B IO Regular Distribution
Interest Rate Amount Interest Interest Date
-------------------- -------- -------------- -------------------- ------------------ -----------------
Class PTB-I-1-1 (1) $ 3,010,817.75 N/A N/A N/A
Class PTB-I-1-2A (2) $ 6,752,905.70 Class PTB-I-1-IO-2 N/A N/A
Class PTB-I-1-2B (3) $ 6,752,905.70 N/A N/A N/A
Class PTB-I-1-3A (2) $ 6,554,797.58 Class PTB-I-1-IO-3 N/A N/A
Class PTB-I-1-3B (3) $ 6,554,797.58 N/A N/A N/A
Class PTB-I-1-4A (2) $ 6,362,499.46 Class PTB-I-1-IO-4 N/A N/A
Class PTB-I-1-4B (3) $ 6,362,499.46 N/A N/A N/A
Class PTB-I-1-5A (2) $ 6,175,840.97 Class PTB-I-1-IO-5 N/A N/A
Class PTB-I-1-5B (3) $ 6,175,840.97 N/A N/A N/A
Class PTB-I-1-6A (2) $ 5,994,656.77 Class PTB-I-1-IO-6 N/A N/A
Class PTB-I-1-6B (3) $ 5,994,656.77 N/A N/A N/A
Class PTB-I-1-7A (2) $ 5,818,786.35 Class PTB-I-1-IO-7 N/A N/A
Class PTB-I-1-7B (3) $ 5,818,786.35 N/A N/A N/A
Class PTB-I-1-8A (2) $ 5,648,073.91 Class PTB-I-1-IO-8 N/A N/A
Class PTB-I-1-8B (3) $ 5,648,073.91 N/A N/A N/A
Class PTB-I-1-9A (2) $ 5,482,368.21 Class PTB-I-1-IO-9 N/A N/A
Class PTB-I-1-9B (3) $ 5,482,368.21 N/A N/A N/A
Class PTB-I-1-10A (2) $ 5,321,522.46 Class PTB-I-1-IO-10 N/A N/A
Class PTB-I-1-10B (3) $ 5,321,522.46 N/A N/A N/A
Class PTB-I-1-11A (2) $ 5,165,394.16 Class PTB-I-1-IO-11 N/A N/A
Class PTB-I-1-11B (3) $ 5,165,394.16 N/A N/A N/A
Class PTB-I-1-12A (2) $ 5,013,844.98 Class PTB-I-1-IO-12 N/A N/A
Class PTB-I-1-12B (3) $ 5,013,844.98 N/A N/A N/A
Class PTB-I-1-13A (2) $ 4,866,740.66 Class PTB-I-1-IO-13 N/A N/A
Class PTB-I-1-13B (3) $ 4,866,740.66 N/A N/A N/A
Class PTB-I-1-14A (2) $ 4,723,950.86 Class PTB-I-1-IO-14 N/A N/A
Class PTB-I-1-14B (3) $ 4,723,950.86 N/A N/A N/A
Class PTB-I-1-15A (2) $ 4,585,349.09 Class PTB-I-1-IO-15 N/A N/A
Class PTB-I-1-15B (3) $ 4,585,349.09 N/A N/A N/A
Class PTB-I-1-16A (2) $ 4,450,812.54 Class PTB-I-1-IO-16 N/A N/A
Class PTB-I-1-16B (3) $ 4,450,812.54 N/A N/A N/A
Class PTB-I-1-17A (2) $ 4,320,222.01 Class PTB-I-1-IO-17 N/A N/A
Class PTB-I-1-17B (3) $ 4,320,222.01 N/A N/A N/A
Class PTB-I-1-18A (2) $ 4,193,461.79 Class PTB-I-1-IO-18 N/A N/A
Class PTB-I-1-18B (3) $ 4,193,461.79 N/A N/A N/A
Class PTB-I-1-19A (2) $ 4,070,419.57 Class PTB-I-1-IO-19 N/A N/A
Class PTB-I-1-19B (3) $ 4,070,419.57 N/A N/A N/A
Class PTB-I-1-20A (2) $ 3,950,986.33 Class PTB-I-1-IO-20 N/A N/A
Class PTB-I-1-20B (3) $ 3,950,986.33 N/A N/A N/A
Class PTB-I-1-21A (2) $ 3,835,056.24 Class PTB-I-1-IO-21 N/A N/A
Class PTB-I-1-21B (3) $ 3,835,056.24 N/A N/A N/A
Class PTB-I-1-22A (2) $ 3,722,526.57 Class PTB-I-1-IO-22 N/A N/A
Class PTB-I-1-22B (3) $ 3,722,526.57 N/A N/A N/A
Class PTB-I-1-23A (2) $ 3,613,297.62 Class PTB-I-1-IO-23 N/A N/A
Class PTB-I-1-23B (3) $ 3,613,297.62 N/A N/A N/A
Class PTB-I-1-24A (2) $ 3,507,272.61 Class PTB-I-1-IO-24 N/A N/A
Class PTB-I-1-24B (3) $ 3,507,272.61 N/A N/A N/A
Class PTB-I-1-25A (2) $ 3,404,357.56 Class PTB-I-1-IO-25 N/A N/A
Class PTB-I-1-25B (3) $ 3,404,357.56 N/A N/A N/A
Class PTB-I-1-26A (2) $ 3,335,398.11 Class PTB-I-1-IO-26 N/A N/A
Class PTB-I-1-26B (3) $ 3,335,398.11 N/A N/A N/A
Class PTB-I-1-27A (2) $ 3,206,589.30 Class PTB-I-1-IO-27 N/A N/A
Class PTB-I-1-27B (3) $ 3,206,589.30 N/A N/A N/A
Class PTB-I-1-28A (2) $ 3,112,494.16 Class PTB-I-1-IO-28 N/A N/A
Class PTB-I-1-28B (3) $ 3,112,494.16 N/A N/A N/A
Class PTB-I-1-29A (2) $ 3,036,813.85 Class PTB-I-1-IO-29 N/A N/A
Class PTB-I-1-29B (3) $ 3,036,813.85 N/A N/A N/A
Class PTB-I-1-30A (2) $ 2,932,029.71 Class PTB-I-1-IO-30 N/A N/A
Class PTB-I-1-30B (3) $ 2,932,029.71 N/A N/A N/A
Class PTB-I-1-31A (2) $ 3,066,261.09 Class PTB-I-1-IO-31 N/A N/A
Class PTB-I-1-31B (3) $ 3,066,261.09 N/A N/A N/A
Class PTB-I-1-32A (2) $ 3,118,774.45 Class PTB-I-1-IO-32 N/A N/A
Class PTB-I-1-32B (3) $ 3,118,774.45 N/A N/A N/A
Class PTB-I-1-33A (2) $ 3,035,336.91 Class PTB-I-1-IO-33 N/A N/A
Class PTB-I-1-33B (3) $ 3,035,336.91 N/A N/A N/A
Class PTB-I-1-34A (2) $ 2,656,634.72 Class PTB-I-1-IO-34 N/A N/A
Class PTB-I-1-34B (3) $ 2,656,634.72 N/A N/A N/A
Class PTB-I-1-35A (2) $ 3,651,649.65 Class PTB-I-1-IO-35 N/A N/A
Class PTB-I-1-35B (3) $ 3,651,649.65 N/A N/A N/A
Class PTB-I-1-36A (2) $ 2,772,528.45 Class PTB-I-1-IO-36 N/A N/A
Class PTB-I-1-36B (3) $ 2,772,528.45 N/A N/A N/A
Class PTB-I-1-37A (2) $ 2,308,793.10 Class PTB-I-1-IO-37 N/A N/A
Class PTB-I-1-37B (3) $ 2,308,793.10 N/A N/A N/A
Class PTB-I-1-38A (2) $ 2,241,037.88 Class PTB-I-1-IO-38 N/A N/A
Class PTB-I-1-38B (3) $ 2,241,037.88 N/A N/A N/A
Class PTB-I-1-39A (2) $ 2,175,270.28 Class PTB-I-1-IO-39 N/A N/A
Class PTB-I-1-39B (3) $ 2,175,270.28 N/A N/A N/A
Class PTB-I-1-40A (2) $ 2,111,432.01 Class PTB-I-1-IO-40 N/A N/A
Class PTB-I-1-40B (3) $ 2,111,432.01 N/A N/A N/A
Class PTB-I-1-41A (2) $ 2,049,466.50 Class PTB-I-1-IO-41 N/A N/A
Class PTB-I-1-41B (3) $ 2,049,466.50 N/A N/A N/A
Class PTB-I-1-42A (2) $ 1,989,318.82 Class PTB-I-1-IO-42 N/A N/A
Class PTB-I-1-42B (3) $ 1,989,318.82 N/A N/A N/A
Class PTB-I-1-43A (2) $ 1,930,935.66 Class PTB-I-1-IO-43 N/A N/A
Class PTB-I-1-43B (3) $ 1,930,935.66 N/A N/A N/A
Class PTB-I-1-44A (2) $ 1,874,265.28 Class PTB-I-1-IO-44 N/A N/A
Class PTB-I-1-44B (3) $ 1,874,265.28 N/A N/A N/A
Class PTB-I-1-45A (2) $ 1,819,257.44 Class PTB-I-1-IO-45 N/A N/A
Class PTB-I-1-45B (3) $ 1,819,257.44 N/A N/A N/A
Class PTB-I-1-46A (2) $ 1,765,863.39 Class PTB-I-1-IO-46 N/A N/A
Class PTB-I-1-46B (3) $ 1,765,863.39 N/A N/A N/A
Class PTB-I-1-47A (2) $ 1,714,035.79 Class PTB-I-1-IO-47 N/A N/A
Class PTB-I-1-47B (3) $ 1,714,035.79 N/A N/A N/A
Class PTB-I-1-48A (2) $ 1,663,728.70 Class PTB-I-1-IO-48 N/A N/A
Class PTB-I-1-48B (3) $ 1,663,728.70 N/A N/A N/A
Class PTB-I-1-49A (2) $ 1,614,897.53 Class PTB-I-1-IO-49 N/A N/A
Class PTB-I-1-49B (3) $ 1,614,897.53 N/A N/A N/A
Class PTB-I-1-50A (2) $ 1,567,499.00 Class PTB-I-1-IO-50 N/A N/A
Class PTB-I-1-50B (3) $ 1,567,499.00 N/A N/A N/A
Class PTB-I-1-51A (2) $ 1,521,491.08 Class PTB-I-1-IO-51 N/A N/A
Class PTB-I-1-51B (3) $ 1,521,491.08 N/A N/A N/A
Class PTB-I-1-52A (2) $ 1,483,511.61 Class PTB-I-1-IO-52 N/A N/A
Class PTB-I-1-52B (3) $ 1,483,511.61 N/A N/A N/A
Class PTB-I-1-53A (2) $ 1,477,753.70 Class PTB-I-1-IO-53 N/A N/A
Class PTB-I-1-53B (3) $ 1,477,753.70 N/A N/A N/A
Class PTB-I-1-54A (2) $ 1,400,040.66 Class PTB-I-1-IO-54 N/A N/A
Class PTB-I-1-54B (3) $ 1,400,040.66 N/A N/A N/A
Class PTB-I-1-55A (2) $ 1,375,501.96 Class PTB-I-1-IO-55 N/A N/A
Class PTB-I-1-55B (3) $ 1,375,501.96 N/A N/A N/A
Class PTB-I-1-56A (2) $ 1,368,004.90 Class PTB-I-1-IO-56 N/A N/A
Class PTB-I-1-56B (3) $ 1,368,004.90 N/A N/A N/A
Class PTB-I-1-57A (2) $ 1,464,622.63 Class PTB-I-1-IO-57 N/A N/A
Class PTB-I-1-57B (3) $ 1,464,622.63 N/A N/A N/A
Class PTB-I-1-58A (2) $ 3,277,817.86 Class PTB-I-1-IO-58 N/A N/A
Class PTB-I-1-58B (3) $ 3,277,817.86 N/A N/A N/A
Class PTB-I-1-59A (2) $10,636,331.89 Class PTB-I-1-IO-59 N/A N/A
Class PTB-I-1-59B (3) $10,636,331.89 N/A N/A N/A
Class PTB-I-1-60A (2) $24,100,833.15 Class PTB-I-1-IO-60 N/A N/A
Class PTB-I-1-60B (3) $24,100,833.15 N/A N/A N/A
Class PTB-I-1-61A (2) $ 728,858.57 Class PTB-I-1-IO-61 N/A N/A
Class PTB-I-1-61B (3) $ 728,858.57 N/A N/A N/A
Class PTB-I-1-62A (2) $ 87,608.58 Class PTB-I-1-IO-62 N/A N/A
Class PTB-I-1-62B (3) $ 87,608.58 N/A N/A N/A
Class PTB-I-1-63A (2) $ 85,031.77 Class PTB-I-1-IO-63 N/A N/A
Class PTB-I-1-63B (3) $ 85,031.77 N/A N/A N/A
Class PTB-I-1-64A (2) $ 82,530.69 Class PTB-I-1-IO-64 N/A N/A
Class PTB-I-1-64B (3) $ 82,530.69 N/A N/A N/A
Class PTB-I-1-65A (2) $ 80,103.12 Class PTB-I-1-IO-65 N/A N/A
Class PTB-I-1-65B (3) $ 80,103.12 N/A N/A N/A
Class PTB-I-1-66A (2) $ 77,746.90 Class PTB-I-1-IO-66 N/A N/A
Class PTB-I-1-66B (3) $ 77,746.90 N/A N/A N/A
Class PTB-I-1-67A (2) $ 75,459.93 Class PTB-I-1-IO-67 N/A N/A
Class PTB-I-1-67B (3) $ 75,459.93 N/A N/A N/A
Class PTB-I-1-68A (2) $ 73,240.17 Class PTB-I-1-IO-68 N/A N/A
Class PTB-I-1-68B (3) $ 73,240.17 N/A N/A N/A
Class PTB-I-1-69A (2) $ 71,085.66 Class PTB-I-1-IO-69 N/A N/A
Class PTB-I-1-69B (3) $ 71,085.66 N/A N/A N/A
Class PTB-I-1-70A (2) $ 68,994.49 Class PTB-I-1-IO-70 N/A N/A
Class PTB-I-1-70B (3) $ 68,994.49 N/A N/A N/A
Class PTB-I-1-71A (2) $ 66,964.78 Class PTB-I-1-IO-71 N/A N/A
Class PTB-I-1-71B (3) $ 66,964.78 N/A N/A N/A
Class PTB-I-1-72A (2) $ 74,369.28 Class PTB-I-1-IO-72 N/A N/A
Class PTB-I-1-72B (3) $ 74,369.28 N/A N/A N/A
Class PTB-I-1-73A (2) $ 126,746.36 Class PTB-I-1-IO-73 N/A N/A
Class PTB-I-1-73B (3) $ 126,746.36 N/A N/A N/A
Class PTB-I-1-74A (2) $ 59,065.41 Class PTB-I-1-IO-74 N/A N/A
Class PTB-I-1-74B (3) $ 59,065.41 N/A N/A N/A
Class PTB-I-1-75A (2) $ 73,184.42 Class PTB-I-1-IO-75 N/A N/A
Class PTB-I-1-75B (3) $ 73,184.42 N/A N/A N/A
Class PTB-I-1-76A (2) $ 55,169.42 Class PTB-I-1-IO-76 N/A N/A
Class PTB-I-1-76B (3) $ 55,169.42 N/A N/A N/A
Class PTB-I-1-77A (2) $ 62,975.68 Class PTB-I-1-IO-77 N/A N/A
Class PTB-I-1-77B (3) $ 62,975.68 N/A N/A N/A
Class PTB-I-1-78A (2) $ 51,679.80 Class PTB-I-1-IO-78 N/A N/A
Class PTB-I-1-78B (3) $ 51,679.80 N/A N/A N/A
Class PTB-I-1-79A (2) $ 100,504.28 Class PTB-I-1-IO-79 N/A N/A
Class PTB-I-1-79B (3) $ 100,504.28 N/A N/A N/A
Class PTB-I-1-80A (2) $ 181,963.20 Class PTB-I-1-IO-80 N/A N/A
Class PTB-I-1-80B (3) $ 181,963.20 N/A N/A N/A
Class PTB-I-1-81A (2) $ 203,444.44 Class PTB-I-1-IO-81 N/A N/A
Class PTB-I-1-81B (3) $ 203,444.44 N/A N/A N/A
Class PTB-I-1-82A (2) $ 545,273.65 Class PTB-I-1-IO-82 N/A N/A
Class PTB-I-1-82B (3) $ 545,273.65 N/A N/A N/A
Class PTB-I-1-83A (2) $ 470,493.70 Class PTB-I-1-IO-83 N/A N/A
Class PTB-I-1-83B (3) $ 470,493.70 N/A N/A N/A
Class PTB-I-1-84A (2) $ 5,974.96 Class PTB-I-1-IO-84 N/A N/A
Class PTB-I-1-84B (3) $ 5,974.96 N/A N/A N/A
Class PTB-I-1-85A (2) $ 5,798.62 Class PTB-I-1-IO-85 N/A N/A
Class PTB-I-1-85B (3) $ 5,798.62 N/A N/A N/A
Class PTB-I-1-86A (2) $ 5,627.48 Class PTB-I-1-IO-86 N/A N/A
Class PTB-I-1-86B (3) $ 5,627.48 N/A N/A N/A
Class PTB-I-1-87A (2) $ 5,461.38 Class PTB-I-1-IO-87 N/A N/A
Class PTB-I-1-87B (3) $ 5,461.38 N/A N/A N/A
Class PTB-I-1-88A (2) $ 5,300.18 Class PTB-I-1-IO-88 N/A N/A
Class PTB-I-1-88B (3) $ 5,300.18 N/A N/A N/A
Class PTB-I-1-89A (2) $ 5,143.73 Class PTB-I-1-IO-89 N/A N/A
Class PTB-I-1-89B (3) $ 5,143.73 N/A N/A N/A
Class PTB-I-1-90A (2) $ 4,991.89 Class PTB-I-1-IO-90 N/A N/A
Class PTB-I-1-90B (3) $ 4,991.89 N/A N/A N/A
Class PTB-I-1-91A (2) $ 4,844.53 Class PTB-I-1-IO-91 N/A N/A
Class PTB-I-1-91B (3) $ 4,844.53 N/A N/A N/A
Class PTB-I-1-92A (2) $ 4,701.51 Class PTB-I-1-IO-92 N/A N/A
Class PTB-I-1-92B (3) $ 4,701.51 N/A N/A N/A
Class PTB-I-1-93A (2) $ 4,562.70 Class PTB-I-1-IO-93 N/A N/A
Class PTB-I-1-93B (3) $ 4,562.70 N/A N/A N/A
Class PTB-I-1-94A (2) $ 4,427.99 Class PTB-I-1-IO-94 N/A N/A
Class PTB-I-1-94B (3) $ 4,427.99 N/A N/A N/A
Class PTB-I-1-95A (2) $ 4,297.25 Class PTB-I-1-IO-95 N/A N/A
Class PTB-I-1-95B (3) $ 4,297.25 N/A N/A N/A
Class PTB-I-1-96A (2) $ 4,170.36 Class PTB-I-1-IO-96 N/A N/A
Class PTB-I-1-96B (3) $ 4,170.36 N/A N/A N/A
Class PTB-I-1-97A (2) $ 4,047.22 Class PTB-I-1-IO-97 N/A N/A
Class PTB-I-1-97B (3) $ 4,047.22 N/A N/A N/A
Class PTB-I-1-98A (2) $ 3,927.70 Class PTB-I-1-IO-98 N/A N/A
Class PTB-I-1-98B (3) $ 3,927.70 N/A N/A N/A
Class PTB-I-1-99A (2) $ 3,811.71 Class PTB-I-1-IO-99 N/A N/A
Class PTB-I-1-99B (3) $ 3,811.71 N/A N/A N/A
Class PTB-I-1-100A (2) $ 3,699.14 Class PTB-I-1-IO-100 N/A N/A
Class PTB-I-1-100B (3) $ 3,699.14 N/A10 N/A N/A
Class PTB-I-1-101A (2) $ 3,589.89 Class PTB-I-1-IO-101 N/A N/A
Class PTB-I-1-101B (3) $ 3,589.89 N/A N/A N/A
Class PTB-I-1-102A (2) $ 3,483.85 Class PTB-I-1-IO-102 N/A N/A
Class PTB-I-1-102B (3) $ 3,483.85 N/A N/A N/A
Class PTB-I-1-103A (2) $ 3,380.95 Class PTB-I-1-IO-103 N/A N/A
Class PTB-I-1-103B (3) $ 3,380.95 N/A N/A N/A
Class PTB-I-1-104A (2) $ 3,281.08 Class PTB-I-1-IO-104 N/A N/A
Class PTB-I-1-104B (3) $ 3,281.08 N/A N/A N/A
Class PTB-I-1-105A (2) $ 3,184.16 Class PTB-I-1-IO-105 N/A N/A
Class PTB-I-1-105B (3) $ 3,184.16 N/A N/A N/A
Class PTB-I-1-106A (2) $ 3,090.09 Class PTB-I-1-IO-106 N/A N/A
Class PTB-I-1-106B (3) $ 3,090.09 N/A N/A N/A
Class PTB-I-1-107A (2) $ 2,998.80 Class PTB-I-1-IO-107 N/A N/A
Class PTB-I-1-107B (3) $ 2,998.80 N/A N/A N/A
Class PTB-I-1-108A (2) $ 2,910.20 Class PTB-I-1-IO-108 N/A N/A
Class PTB-I-1-108B (3) $ 2,910.20 N/A N/A N/A
Class PTB-I-1-109A (2) $ 2,824.22 Class PTB-I-1-IO-109 N/A N/A
Class PTB-I-1-109B (3) $ 2,824.22 N/A N/A N/A
Class PTB-I-1-110A (2) $ 3,374.33 Class PTB-I-1-IO-110 N/A N/A
Class PTB-I-1-110B (3) $ 3,374.33 N/A10 N/A N/A
Class PTB-I-1-111A (2) $ 3,625.03 Class PTB-I-1-IO-111 N/A N/A
Class PTB-I-1-111B (3) $ 3,625.03 N/A N/A N/A
Class PTB-I-1-112A (2) $ 5,863.46 Class PTB-I-1-IO-112 N/A N/A
Class PTB-I-1-112B (3) $ 5,863.46 N/A N/A N/A
Class PTB-I-1-113A (2) $ 5,828.09 Class PTB-I-1-IO-113 N/A N/A
Class PTB-I-1-113B (3) $ 5,828.09 N/A N/A N/A
Class PTB-I-1-114A (2) $ 2,176.61 Class PTB-I-1-IO-114 N/A N/A
Class PTB-I-1-114B (3) $ 2,176.61 N/A N/A N/A
Class PTB-I-1-115A (2) $ 3,039.69 Class PTB-I-1-IO-115 N/A N/A
Class PTB-I-1-115B (3) $ 3,039.69 N/A N/A N/A
Class PTB-I-1-116A (2) $ 6,884.46 Class PTB-I-1-IO-116 N/A N/A
Class PTB-I-1-116B (3) $ 6,884.46 N/A N/A N/A
Class PTB-I-1-117A (2) $ 37,186.35 Class PTB-I-1-IO-117 N/A N/A
Class PTB-I-1-117B (3) $ 37,186.35 N/A N/A N/A
Class PTB-I-1-118A (2) $ 10,619.98 Class PTB-I-1-IO-118 N/A N/A
Class PTB-I-1-118B (3) $ 10,619.98 N/A N/A N/A
Class PTB-I-1-119A (2) $ 13,958.55 Class PTB-I-1-IO-119 N/A N/A
Class PTB-I-1-119B (3) $ 13,958.55 N/A N/A N/A
Class PTB-I-1-IO-2 (4) (4) N/A Class PTA-I-1-2A April 2007
Class PTB-I-1-IO-3 (4) (4) N/A Class PTA-I-1-3A May 2007
Class PTB-I-1-IO-4 (4) (4) N/A Class PTA-I-1-4A June 2007
Class PTB-I-1-IO-5 (4) (4) N/A Class PTA-I-1-5A July 2007
Class PTB-I-1-IO-6 (4) (4) N/A Class PTA-I-1-6A August 2007
Class PTB-I-1-IO-7 (4) (4) N/A Class PTA-I-1-7A September 2007
Class PTB-I-1-IO-8 (4) (4) N/A Class PTA-I-1-8A October 2007
Class PTB-I-1-IO-9 (4) (4) N/A Class PTA-I-1-9A November 2007
Class PTB-I-1-IO-10 (4) (4) N/A Class PTA-I-1-10A December 2007
Class PTB-I-1-IO-11 (4) (4) N/A Class PTA-I-1-11A January 2008
Class PTB-I-1-IO-12 (4) (4) N/A Class PTA-I-1-12A February 2008
Class PTB-I-1-IO-13 (4) (4) N/A Class PTA-I-1-13A March 2008
Class PTB-I-1-IO-14 (4) (4) N/A Class PTA-I-1-14A April 2008
Class PTB-I-1-IO-15 (4) (4) N/A Class PTA-I-1-15A May 2008
Class PTB-I-1-IO-16 (4) (4) N/A Class PTA-I-1-16A June 2008
Class PTB-I-1-IO-17 (4) (4) N/A Class PTA-I-1-17A July 2008
Class PTB-I-1-IO-18 (4) (4) N/A Class PTA-I-1-18A August 2008
Class PTB-I-1-IO-19 (4) (4) N/A Class PTA-I-1-19A September 2008
Class PTB-I-1-IO-20 (4) (4) N/A Class PTA-I-1-20A October 2008
Class PTB-I-1-IO-21 (4) (4) N/A Class PTA-I-1-21A November 2008
Class PTB-I-1-IO-22 (4) (4) N/A Class PTA-I-1-22A December 2008
Class PTB-I-1-IO-23 (4) (4) N/A Class PTA-I-1-23A January 2009
Class PTB-I-1-IO-24 (4) (4) N/A Class PTA-I-1-24A February 2009
Class PTB-I-1-IO-25 (4) (4) N/A Class PTA-I-1-25A March 2009
Class PTB-I-1-IO-26 (4) (4) N/A Class PTA-I-1-26A April 2009
Class PTB-I-1-IO-27 (4) (4) N/A Class PTA-I-1-27A May 2009
Class PTB-I-1-IO-28 (4) (4) N/A Class PTA-I-1-28A June 2009
Class PTB-I-1-IO-29 (4) (4) N/A Class PTA-I-1-29A July 2009
Class PTB-I-1-IO-30 (4) (4) N/A Class PTA-I-1-30A August 2009
Class PTB-I-1-IO-31 (4) (4) N/A Class PTA-I-1-31A September 2009
Class PTB-I-1-IO-32 (4) (4) N/A Class PTA-I-1-32A October 2009
Class PTB-I-1-IO-33 (4) (4) N/A Class PTA-I-1-33A November 2009
Class PTB-I-1-IO-34 (4) (4) N/A Class PTA-I-1-34A December 2009
Class PTB-I-1-IO-35 (4) (4) N/A Class PTA-I-1-35A January 2010
Class PTB-I-1-IO-36 (4) (4) N/A Class PTA-I-1-36A February 2010
Class PTB-I-1-IO-37 (4) (4) N/A Class PTA-I-1-37A March 2010
Class PTB-I-1-IO-38 (4) (4) N/A Class PTA-I-1-38A April 2010
Class PTB-I-1-IO-39 (4) (4) N/A Class PTA-I-1-39A May 2010
Class PTB-I-1-IO-40 (4) (4) N/A Class PTA-I-1-40A June 2010
Class PTB-I-1-IO-41 (4) (4) N/A Class PTA-I-1-41A July 2010
Class PTB-I-1-IO-42 (4) (4) N/A Class PTA-I-1-42A August 2010
Class PTB-I-1-IO-43 (4) (4) N/A Class PTA-I-1-43A September 2010
Class PTB-I-1-IO-44 (4) (4) N/A Class PTA-I-1-44A October 2010
Class PTB-I-1-IO-45 (4) (4) N/A Class PTA-I-1-45A November 2010
Class PTB-I-1-IO-46 (4) (4) N/A Class PTA-I-1-46A December 2010
Class PTB-I-1-IO-47 (4) (4) N/A Class PTA-I-1-47A January 2011
Class PTB-I-1-IO-48 (4) (4) N/A Class PTA-I-1-48A February 2011
Class PTB-I-1-IO-49 (4) (4) N/A Class PTA-I-1-49A March 2011
Class PTB-I-1-IO-50 (4) (4) N/A Class PTA-I-1-50A April 2011
Class PTB-I-1-IO-51 (4) (4) N/A Class PTA-I-1-51A May 2011
Class PTB-I-1-IO-52 (4) (4) N/A Class PTA-I-1-52A June 2011
Class PTB-I-1-IO-53 (4) (4) N/A Class PTA-I-1-53A July 2011
Class PTB-I-1-IO-54 (4) (4) N/A Class PTA-I-1-54A August 2011
Class PTB-I-1-IO-55 (4) (4) N/A Class PTA-I-1-55A September 2011
Class PTB-I-1-IO-56 (4) (4) N/A Class PTA-I-1-56A October 20011
Class PTB-I-1-IO-57 (4) (4) N/A Class PTA-I-1-57A November 2011
Class PTB-I-1-IO-58 (4) (4) N/A Class PTA-I-1-58A December 2011
Class PTB-I-1-IO-59 (4) (4) N/A Class PTA-I-1-59A January 2012
Class PTB-I-1-IO-60 (4) (4) N/A Class PTA-I-1-60A February 2012
Class PTB-I-1-IO-61 (4) (4) N/A Class PTA-I-1-61A March 2012
Class PTB-I-1-IO-62 (4) (4) N/A Class PTA-I-1-62A April 2012
Class PTB-I-1-IO-63 (4) (4) N/A Class PTA-I-1-63A May 2012
Class PTB-I-1-IO-64 (4) (4) N/A Class PTA-I-1-64A June 2012
Class PTB-I-1-IO-65 (4) (4) N/A Class PTA-I-1-65A July 2012
Class PTB-I-1-IO-66 (4) (4) N/A Class PTA-I-1-66A August 2012
Class PTB-I-1-IO-67 (4) (4) N/A Class PTA-I-1-67A September 2012
Class PTB-I-1-IO-68 (4) (4) N/A Class PTA-I-1-68A October 2012
Class PTB-I-1-IO-69 (4) (4) N/A Class PTA-I-1-69A November 2012
Class PTB-I-1-IO-70 (4) (4) N/A Class PTA-I-1-70A December 2012
Class PTB-I-1-IO-71 (4) (4) N/A Class PTA-I-1-71A January 2013
Class PTB-I-1-IO-72 (4) (4) N/A Class PTA-I-1-72A February 2013
Class PTB-I-1-IO-73 (4) (4) N/A Class PTA-I-1-73A March 2013
Class PTB-I-1-IO-74 (4) (4) N/A Class PTA-I-1-74A April 2013
Class PTB-I-1-IO-75 (4) (4) N/A Class PTA-I-1-75A May 2013
Class PTB-I-1-IO-76 (4) (4) N/A Class PTA-I-1-76A June 2013
Class PTB-I-1-IO-77 (4) (4) N/A Class PTA-I-1-77A July 2013
Class PTB-I-1-IO-78 (4) (4) N/A Class PTA-I-1-78A August 2013
Class PTB-I-1-IO-79 (4) (4) N/A Class PTA-I-1-79A September 2013
Class PTB-I-1-IO-80 (4) (4) N/A Class PTA-I-1-80A October 2013
Class PTB-I-1-IO-81 (4) (4) N/A Class PTA-I-1-81A November 2013
Class PTB-I-1-IO-82 (4) (4) N/A Class PTA-I-1-82A December 2013
Class PTB-I-1-IO-83 (4) (4) N/A Class PTA-I-1-83A January 2014
Class PTB-I-1-IO-84 (4) (4) N/A Class PTA-I-1-84A February 2014
Class PTB-I-1-IO-85 (4) (4) N/A Class PTA-I-1-85A March 2014
Class PTB-I-1-IO-86 (4) (4) N/A Class PTA-I-1-86A April 2014
Class PTB-I-1-IO-87 (4) (4) N/A Class PTA-I-1-87A May 2014
Class PTB-I-1-IO-88 (4) (4) N/A Class PTA-I-1-88A June 2014
Class PTB-I-1-IO-89 (4) (4) N/A Class PTA-I-1-89A July 2014
Class PTB-I-1-IO-90 (4) (4) N/A Class PTA-I-1-90A August 2014
Class PTB-I-1-IO-91 (4) (4) N/A Class PTA-I-1-91A September 2014
Class PTB-I-1-IO-92 (4) (4) N/A Class PTA-I-1-92A October 2014
Class PTB-I-1-IO-93 (4) (4) N/A Class PTA-I-1-93A November 2014
Class PTB-I-1-IO-94 (4) (4) N/A Class PTA-I-1-94A December 2014
Class PTB-I-1-IO-95 (4) (4) N/A Class PTA-I-1-95A January 2015
Class PTB-I-1-IO-96 (4) (4) N/A Class PTA-I-1-96A February 2015
Class PTB-I-1-IO-97 (4) (4) N/A Class PTA-I-1-97A March 2015
Class PTB-I-1-IO-98 (4) (4) N/A Class PTA-I-1-98A April 2015
Class PTB-I-1-IO-99 (4) (4) N/A Class PTA-I-1-99A May 2015
Class PTB-I-1-IO-100 (4) (4) N/A Class PTA-I-1-100A June 2015
Class PTB-I-1-IO-101 (4) (4) N/A Class PTA-I-1-101A July 2015
Class PTB-I-1-IO-102 (4) (4) N/A Class PTA-I-1-102A August 2015
Class PTB-I-1-IO-103 (4) (4) N/A Class PTA-I-1-103A September 2015
Class PTB-I-1-IO-104 (4) (4) N/A Class PTA-I-1-104A October 2015
Class PTB-I-1-IO-105 (4) (4) N/A Class PTA-I-1-105A November 2015
Class PTB-I-1-IO-106 (4) (4) N/A Class PTA-I-1-106A December 2015
Class PTB-I-1-IO-107 (4) (4) N/A Class PTA-I-1-107A January 2016
Class PTB-I-1-IO-108 (4) (4) N/A Class PTA-I-1-108A February 2016
Class PTB-I-1-IO-109 (4) (4) N/A Class PTA-I-1-109A March 2016
Class PTB-I-1-IO-110 (4) (4) N/A Class PTA-I-1-110A April 2016
Class PTB-I-1-IO-111 (4) (4) N/A Class PTA-I-1-111A May 2016
Class PTB-I-1-IO-112 (4) (4) N/A Class PTA-I-1-112A June 2016
Class PTB-I-1-IO-113 (4) (4) N/A Class PTA-I-1-113A July 2016
Class PTB-I-1-IO-114 (4) (4) N/A Class PTA-I-1-114A August 2016
Class PTB-I-1-IO-115 (4) (4) N/A Class PTA-I-1-115A September 2016
Class PTB-I-1-IO-116 (4) (4) N/A Class PTA-I-1-116A October 2016
Class PTB-I-1-IO-117 (4) (4) N/A Class PTA-I-1-17A November 2016
Class PTB-I-1-IO-118 (4) (4) N/A Class PTA-I-1-118A December 2016
Class PTB-I-1-IO-119 (4) (4) N/A Class PTA-I-1-119A January 2017
Class PTB-I-2-1 (5) $ 3,983,478.13 N/A N/A N/A
Class PTB-I-2-2A (6) $ 8,934,467.12 Class PTB-I-2-IO-2 N/A N/A
Class PTB-I-2-2B (7) $ 8,934,467.12 N/A N/A N/A
Class PTB-I-2-3A (6) $ 8,672,359.14 Class PTB-I-2-IO-3 N/A N/A
Class PTB-I-2-3B (7) $ 8,672,359.14 N/A N/A N/A
Class PTB-I-2-4A (6) $ 8,170,978.61 Class PTB-I-2-IO-4 N/A N/A
Class PTB-I-2-4B (7) $ 8,170,978.61 N/A N/A N/A
Class PTB-I-2-5A (6) $ 7,931,261.91 Class PTB-I-2-IO-5 N/A N/A
Class PTB-I-2-5B (7) $ 7,931,261.91 N/A N/A N/A
Class PTB-I-2-6A (6) $ 7,472,713.65 Class PTB-I-2-IO-6 N/A N/A
Class PTB-I-2-6B (7) $ 7,472,713.65 N/A N/A N/A
Class PTB-I-2-7A (6) $ 7,253,475.87 Class PTB-I-2-IO-7 N/A N/A
Class PTB-I-2-7B (7) $ 7,253,475.87 N/A N/A N/A
Class PTB-I-2-8A (6) $ 6,834,101.69 Class PTB-I-2-IO-8 N/A N/A
Class PTB-I-2-8B (7) $ 6,834,101.69 N/A N/A N/A
Class PTB-I-2-9A (6) $ 6,633,593.76 Class PTB-I-2-IO-9 N/A N/A
Class PTB-I-2-9B (7) $ 6,633,593.76 N/A N/A N/A
Class PTB-I-2-10A (6) $ 6,250,047.84 Class PTB-I-2-IO-10 N/A N/A
Class PTB-I-2-10B (7) $ 6,250,047.84 N/A N/A N/A
Class PTB-I-2-11A (6) $ 6,066,670.04 Class PTB-I-2-IO-11 N/A N/A
Class PTB-I-2-11B (7) $ 6,066,670.04 N/A N/A N/A
Class PTB-I-2-12A (6) $ 5,715,892.27 Class PTB-I-2-IO-12 N/A N/A
Class PTB-I-2-12B (7) $ 5,715,892.27 N/A N/A N/A
Class PTB-I-2-13A (6) $ 5,548,181.50 Class PTB-I-2-IO-13 N/A N/A
Class PTB-I-2-13B (7) $ 5,548,181.50 N/A N/A N/A
Class PTB-I-2-14A (6) $ 5,227,373.07 Class PTB-I-2-IO-14 N/A N/A
Class PTB-I-2-14B (7) $ 5,227,373.07 N/A N/A N/A
Class PTB-I-2-15A (6) $ 5,073,991.16 Class PTB-I-2-IO-15 N/A N/A
Class PTB-I-2-15B (7) $ 5,073,991.16 N/A N/A N/A
Class PTB-I-2-16A (6) $ 4,780,592.27 Class PTB-I-2-IO-16 N/A N/A
Class PTB-I-2-16B (7) $ 4,780,592.27 N/A N/A N/A
Class PTB-I-2-17A (6) $ 4,640,315.32 Class PTB-I-2-IO-17 N/A N/A
Class PTB-I-2-17B (7) $ 4,640,315.32 N/A N/A N/A
Class PTB-I-2-18A (6) $ 4,412,915.88 Class PTB-I-2-IO-18 N/A N/A
Class PTB-I-2-18B (7) $ 4,412,915.88 N/A N/A N/A
Class PTB-I-2-19A (6) $ 4,242,494.70 Class PTB-I-2-IO-19 N/A N/A
Class PTB-I-2-19B (7) $ 4,242,494.70 N/A N/A N/A
Class PTB-I-2-20A (6) $ 4,017,872.41 Class PTB-I-2-IO-20 N/A N/A
Class PTB-I-2-20B (7) $ 4,017,872.41 N/A N/A N/A
Class PTB-I-2-21A (6) $ 3,879,237.20 Class PTB-I-2-IO-21 N/A N/A
Class PTB-I-2-21B (7) $ 3,879,237.20 N/A N/A N/A
Class PTB-I-2-22A (6) $ 4,126,310.80 Class PTB-I-2-IO-22 N/A N/A
Class PTB-I-2-22B (7) $ 4,126,310.80 N/A N/A N/A
Class PTB-I-2-23A (6) $ 4,015,918.33 Class PTB-I-2-IO-23 N/A N/A
Class PTB-I-2-23B (7) $ 4,015,918.33 N/A N/A N/A
Class PTB-I-2-24A (6) $ 4,831,334.13 Class PTB-I-2-IO-24 N/A N/A
Class PTB-I-2-24B (7) $ 4,831,334.13 N/A N/A N/A
Class PTB-I-2-25A (6) $ 3,668,208.23 Class PTB-I-2-IO-25 N/A N/A
Class PTB-I-2-25B (7) $ 3,668,208.23 N/A N/A N/A
Class PTB-I-2-26A (6) $ 2,965,016.85 Class PTB-I-2-IO-26 N/A N/A
Class PTB-I-2-26B (7) $ 2,965,016.85 N/A N/A N/A
Class PTB-I-2-27A (6) $ 2,878,002.69 Class PTB-I-2-IO-27 N/A N/A
Class PTB-I-2-27B (7) $ 2,878,002.69 N/A N/A N/A
Class PTB-I-2-28A (6) $ 2,711,557.34 Class PTB-I-2-IO-28 N/A N/A
Class PTB-I-2-28B (7) $ 2,711,557.34 N/A N/A N/A
Class PTB-I-2-29A (6) $ 2,631,978.64 Class PTB-I-2-IO-29 N/A N/A
Class PTB-I-2-29B (7) $ 2,631,978.64 N/A N/A N/A
Class PTB-I-2-30A (6) $ 2,479,756.46 Class PTB-I-2-IO-30 N/A N/A
Class PTB-I-2-30B (7) $ 2,479,756.46 N/A N/A N/A
Class PTB-I-2-31A (6) $ 2,406,978.05 Class PTB-I-2-IO-31 N/A N/A
Class PTB-I-2-31B (7) $ 2,406,978.05 N/A N/A N/A
Class PTB-I-2-32A (6) $ 2,267,763.99 Class PTB-I-2-IO-32 N/A N/A
Class PTB-I-2-32B (7) $ 2,267,763.99 N/A N/A N/A
Class PTB-I-2-33A (6) $ 2,201,204.94 Class PTB-I-2-IO-33 N/A N/A
Class PTB-I-2-33B (7) $ 2,201,204.94 N/A N/A N/A
Class PTB-I-2-34A (6) $ 2,073,887.73 Class PTB-I-2-IO-34 N/A N/A
Class PTB-I-2-34B (7) $ 2,073,887.73 N/A N/A N/A
Class PTB-I-2-35A (6) $ 2,013,016.71 Class PTB-I-2-IO-35 N/A N/A
Class PTB-I-2-35B (7) $ 2,013,016.71 N/A N/A N/A
Class PTB-I-2-36A (6) $ 1,955,149.74 Class PTB-I-2-IO-36 N/A N/A
Class PTB-I-2-36B (7) $ 1,955,149.74 N/A N/A N/A
Class PTB-I-2-37A (6) $ 1,852,331.10 Class PTB-I-2-IO-37 N/A N/A
Class PTB-I-2-37B (7) $ 1,852,331.10 N/A N/A N/A
Class PTB-I-2-38A (6) $ 1,809,946.02 Class PTB-I-2-IO-38 N/A N/A
Class PTB-I-2-38B (7) $ 1,809,946.02 N/A N/A N/A
Class PTB-I-2-39A (6) $ 1,937,776.62 Class PTB-I-2-IO-39 N/A N/A
Class PTB-I-2-39B (7) $ 1,937,776.62 N/A N/A N/A
Class PTB-I-2-40A (6) $14,072,454.40 Class PTB-I-2-IO-40 N/A N/A
Class PTB-I-2-40B (7) $14,072,454.40 N/A N/A N/A
Class PTB-I-2-41A (6) $31,886,733.03 Class PTB-I-2-IO-41 N/A N/A
Class PTB-I-2-41B (7) $31,886,733.03 N/A N/A N/A
Class PTB-I-2-42A (6) $ 115,910.99 Class PTB-I-2-IO-42 N/A N/A
Class PTB-I-2-42B (7) $ 115,910.99 N/A N/A N/A
Class PTB-I-2-43A (6) $ 112,501.73 Class PTB-I-2-IO-43 N/A N/A
Class PTB-I-2-43B (7) $ 112,501.73 N/A N/A N/A
Class PTB-I-2-44A (6) $ 105,980.85 Class PTB-I-2-IO-44 N/A N/A
Class PTB-I-2-44B (7) $ 105,980.85 N/A N/A N/A
Class PTB-I-2-45A (6) $ 102,863.44 Class PTB-I-2-IO-45 N/A N/A
Class PTB-I-2-45B (7) $ 102,863.44 N/A N/A N/A
Class PTB-I-2-46A (6) $ 96,900.79 Class PTB-I-2-IO-46 N/A N/A
Class PTB-I-2-46B (7) $ 96,900.79 N/A N/A N/A
Class PTB-I-2-47A (6) $ 94,050.26 Class PTB-I-2-IO-47 N/A N/A
Class PTB-I-2-47B (7) $ 94,050.26 N/A N/A N/A
Class PTB-I-2-48A (6) $ 88,598.10 Class PTB-I-2-IO-48 N/A N/A
Class PTB-I-2-48B (7) $ 88,598.10 N/A N/A N/A
Class PTB-I-2-49A (6) $ 98,394.66 Class PTB-I-2-IO-49 N/A N/A
Class PTB-I-2-49B (7) $ 98,394.66 N/A N/A N/A
Class PTB-I-2-50A (6) $ 78,146.81 Class PTB-I-2-IO-50 N/A N/A
Class PTB-I-2-50B (7) $ 78,146.81 N/A N/A N/A
Class PTB-I-2-51A (6) $ 96,827.03 Class PTB-I-2-IO-51 N/A N/A
Class PTB-I-2-51B (7) $ 96,827.03 N/A N/A N/A
Class PTB-I-2-52A (6) $ 83,320.30 Class PTB-I-2-IO-52 N/A N/A
Class PTB-I-2-52B (7) $ 83,320.30 N/A N/A N/A
Class PTB-I-2-53A (6) $ 68,375.23 Class PTB-I-2-IO-53 N/A N/A
Class PTB-I-2-53B (7) $ 68,375.23 N/A N/A N/A
Class PTB-I-2-54A (6) $ 240,747.35 Class PTB-I-2-IO-54 N/A N/A
Class PTB-I-2-54B (7) $ 240,747.35 N/A N/A N/A
Class PTB-I-2-55A (6) $ 269,168.23 Class PTB-I-2-IO-55 N/A N/A
Class PTB-I-2-55B (7) $ 269,168.23 N/A N/A N/A
Class PTB-I-2-56A (6) $ 622,489.15 Class PTB-I-2-IO-56 N/A N/A
Class PTB-I-2-56B (7) $ 622,489.15 N/A N/A N/A
Class PTB-I-2-57A (6) $ 7,905.20 Class PTB-I-2-IO-57 N/A N/A
Class PTB-I-2-57B (7) $ 7,905.20 N/A N/A N/A
Class PTB-I-2-58A (6) $ 7,445.47 Class PTB-I-2-IO-58 N/A N/A
Class PTB-I-2-58B (7) $ 7,445.47 N/A N/A N/A
Class PTB-I-2-59A (6) $ 7,225.71 Class PTB-I-2-IO-59 N/A N/A
Class PTB-I-2-59B (7) $ 7,225.71 N/A N/A N/A
Class PTB-I-2-60A (2) $ 6,805.44 Class PTB-I-2-IO-60 N/A N/A
Class PTB-I-2-60B (3) $ 6,805.44 N/A N/A N/A
Class PTB-I-2-61A (2) $ 6,604.55 Class PTB-I-2-IO-61 N/A N/A
Class PTB-I-2-61B (3) $ 6,604.55 N/A N/A N/A
Class PTB-I-2-62A (2) $ 6,220.35 Class PTB-I-2-IO-62 N/A N/A
Class PTB-I-2-62B (3) $ 6,220.35 N/A N/A N/A
Class PTB-I-2-63A (2) $ 6,036.71 Class PTB-I-2-IO-63 N/A N/A
Class PTB-I-2-63B (3) $ 6,036.71 N/A N/A N/A
Class PTB-I-2-64A (2) $ 5,685.50 Class PTB-I-2-IO-64 N/A N/A
Class PTB-I-2-64B (3) $ 5,685.50 N/A N/A N/A
Class PTB-I-2-65A (2) $ 5,517.62 Class PTB-I-2-IO-65 N/A N/A
Class PTB-I-2-65B (3) $ 5,517.62 N/A N/A N/A
Class PTB-I-2-66A (2) $ 5,196.56 Class PTB-I-2-IO-66 N/A N/A
Class PTB-I-2-66B (3) $ 5,196.56 N/A N/A N/A
Class PTB-I-2-67A (2) $ 5,043.10 Class PTB-I-2-IO-67 N/A N/A
Class PTB-I-2-67B (3) $ 5,043.10 N/A N/A N/A
Class PTB-I-2-68A (2) $ 4,749.62 Class PTB-I-2-IO-68 N/A N/A
Class PTB-I-2-68B (3) $ 4,749.62 N/A N/A N/A
Class PTB-I-2-69A (2) $ 4,609.33 Class PTB-I-2-IO-69 N/A N/A
Class PTB-I-2-69B (3) $ 4,609.33 N/A N/A N/A
Class PTB-I-2-70A (2) $ 4,341.05 Class PTB-I-2-IO-70 N/A N/A
Class PTB-I-2-70B (3) $ 4,341.05 N/A N/A N/A
Class PTB-I-2-71A (2) $ 4,212.81 Class PTB-I-2-IO-71 N/A N/A
Class PTB-I-2-71B (3) $ 4,212.81 N/A N/A N/A
Class PTB-I-2-72A (2) $ 3,967.58 Class PTB-I-2-IO-72 N/A N/A
Class PTB-I-2-72B (3) $ 3,967.58 N/A N/A N/A
Class PTB-I-2-73A (2) $ 3,850.35 Class PTB-I-2-IO-73 N/A N/A
Class PTB-I-2-73B (3) $ 3,850.35 N/A N/A N/A
Class PTB-I-2-74A (2) $ 3,736.59 Class PTB-I-2-IO-74 N/A N/A
Class PTB-I-2-74B (3) $ 3,736.59 N/A N/A N/A
Class PTB-I-2-75A (2) $ 4,464.43 Class PTB-I-2-IO-75 N/A N/A
Class PTB-I-2-75B (3) $ 4,464.43 N/A N/A N/A
Class PTB-I-2-76A (2) $ 4,796.11 Class PTB-I-2-IO-76 N/A N/A
Class PTB-I-2-76B (3) $ 4,796.11 N/A N/A N/A
Class PTB-I-2-77A (2) $ 7,757.68 Class PTB-I-2-IO-77 N/A N/A
Class PTB-I-2-77B (3) $ 7,757.68 N/A N/A N/A
Class PTB-I-2-78A (2) $ 7,710.89 Class PTB-I-2-IO-78 N/A N/A
Class PTB-I-2-78B (3) $ 7,710.89 N/A N/A N/A
Class PTB-I-2-79A (2) $ 2,879.78 Class PTB-I-2-IO-79 N/A N/A
Class PTB-I-2-79B (3) $ 2,879.78 N/A N/A N/A
Class PTB-I-2-80A (2) $ 4,021.68 Class PTB-I-2-IO-80 N/A N/A
Class PTB-I-2-80B (3) $ 4,021.68 N/A N/A N/A
Class PTB-I-2-81A (2) $ 9,108.52 Class PTB-I-2-IO-81 N/A N/A
Class PTB-I-2-81B (3) $ 9,108.52 N/A N/A N/A
Class PTB-I-2-82A (2) $ 49,199.59 Class PTB-I-2-IO-82 N/A N/A
Class PTB-I-2-82B (3) $ 49,199.59 N/A N/A N/A
Class PTB-I-2-83A (2) $ 14,050.82 Class PTB-I-2-IO-83 N/A N/A
Class PTB-I-2-83B (3) $ 14,050.82 N/A N/A N/A
Class PTB-I-2-84A (2) $ 18,467.93 Class PTB-I-2-IO-84 N/A N/A
Class PTB-I-2-84B (3) $ 18,467.93 N/A N/A N/A
Class PTB-I-2-85A (2) $ 3,983,478.13 Class PTB-I-2-IO-85 N/A N/A
Class PTB-I-2-85B (3) $ 8,934,467.12 N/A N/A N/A
Class PTB-I-2-86A (2) $ 8,934,467.12 Class PTB-I-2-IO-86 N/A N/A
Class PTB-I-2-86B (3) $ 8,672,359.14 N/A N/A N/A
Class PTB-I-2-87A (2) $ 8,672,359.14 Class PTB-I-2-IO-87 N/A N/A
Class PTB-I-2-87B (3) $ 8,170,978.61 N/A N/A N/A
Class PTB-I-2-88A (2) $ 8,170,978.61 Class PTB-I-2-IO-88 N/A N/A
Class PTB-I-2-88B (3) $ 7,931,261.91 N/A N/A N/A
Class PTB-I-2-89A (2) $ 7,931,261.91 Class PTB-I-2-IO-89 N/A N/A
Class PTB-I-2-89B (3) $ 7,472,713.65 N/A N/A N/A
Class PTB-I-2-90A (2) $ 7,472,713.65 Class PTB-I-2-IO-90 N/A N/A
Class PTB-I-2-90B (3) $ 7,253,475.87 N/A N/A N/A
Class PTB-I-2-91A (2) $ 7,253,475.87 Class PTB-I-2-IO-91 N/A N/A
Class PTB-I-2-91B (3) $ 6,834,101.69 N/A N/A N/A
Class PTB-I-2-92A (2) $ 6,834,101.69 Class PTB-I-2-IO-92 N/A N/A
Class PTB-I-2-92B (3) $ 6,633,593.76 N/A N/A N/A
Class PTB-I-2-93A (2) $ 6,633,593.76 Class PTB-I-2-IO-93 N/A N/A
Class PTB-I-2-93B (3) $ 6,250,047.84 N/A N/A N/A
Class PTB-I-2-94A (2) $ 6,250,047.84 Class PTB-I-2-IO-94 N/A N/A
Class PTB-I-2-94B (3) $ 6,066,670.04 N/A N/A N/A
Class PTB-I-2-95A (2) $ 6,066,670.04 Class PTB-I-2-IO-95 N/A N/A
Class PTB-I-2-95B (3) $ 5,715,892.27 N/A N/A N/A
Class PTB-I-2-96A (2) $ 5,715,892.27 Class PTB-I-2-IO-96 N/A N/A
Class PTB-I-2-96B (3) $ 5,548,181.50 N/A N/A N/A
Class PTB-I-2-97A (2) $ 5,548,181.50 Class PTB-I-2-IO-97 N/A N/A
Class PTB-I-2-97B (3) $ 5,227,373.07 N/A N/A N/A
Class PTB-I-2-98A (2) $ 5,227,373.07 Class PTB-I-2-IO-98 N/A N/A
Class PTB-I-2-98B (3) $ 5,073,991.16 N/A N/A N/A
Class PTB-I-2-99A (2) $ 5,073,991.16 Class PTB-I-2-IO-99 N/A N/A
Class PTB-I-2-99B (3) $ 4,780,592.27 N/A N/A N/A
Class PTB-I-2-100A (2) $ 4,780,592.27 Class PTB-I-2-IO-100 N/A N/A
Class PTB-I-2-100B (3) $ 4,640,315.32 N/A10 N/A N/A
Class PTB-I-2-101A (2) $ 4,640,315.32 Class PTB-I-2-IO-101 N/A N/A
Class PTB-I-2-101B (3) $ 4,412,915.88 N/A N/A N/A
Class PTB-I-2-102A (2) $ 4,412,915.88 Class PTB-I-2-IO-102 N/A N/A
Class PTB-I-2-102B (3) $ 4,242,494.70 N/A N/A N/A
Class PTB-I-2-103A (2) $ 4,242,494.70 Class PTB-I-2-IO-103 N/A N/A
Class PTB-I-2-103B (3) $ 4,017,872.41 N/A N/A N/A
Class PTB-I-2-104A (2) $ 4,017,872.41 Class PTB-I-2-IO-104 N/A N/A
Class PTB-I-2-104B (3) $ 3,879,237.20 N/A N/A N/A
Class PTB-I-2-105A (2) $ 3,879,237.20 Class PTB-I-2-IO-105 N/A N/A
Class PTB-I-2-105B (3) $ 4,126,310.80 N/A N/A N/A
Class PTB-I-2-106A (2) $ 4,126,310.80 Class PTB-I-2-IO-106 N/A N/A
Class PTB-I-2-106B (3) $ 4,015,918.33 N/A N/A N/A
Class PTB-I-2-107A (2) $ 4,015,918.33 Class PTB-I-2-IO-107 N/A N/A
Class PTB-I-2-107B (3) $ 4,831,334.13 N/A N/A N/A
Class PTB-I-2-108A (2) $ 4,831,334.13 Class PTB-I-2-IO-108 N/A N/A
Class PTB-I-2-108B (3) $ 3,668,208.23 N/A N/A N/A
Class PTB-I-2-109A (2) $ 3,668,208.23 Class PTB-I-2-IO-109 N/A N/A
Class PTB-I-2-109B (3) $ 2,965,016.85 N/A N/A N/A
Class PTB-I-2-110A (2) $ 2,965,016.85 Class PTB-I-2-IO-110 N/A N/A
Class PTB-I-2-110B (3) $ 2,878,002.69 N/A10 N/A N/A
Class PTB-I-2-111A (2) $ 2,878,002.69 Class PTB-I-2-IO-111 N/A N/A
Class PTB-I-2-111B (3) $ 2,711,557.34 N/A N/A N/A
Class PTB-I-2-112A (2) $ 2,711,557.34 Class PTB-I-2-IO-112 N/A N/A
Class PTB-I-2-112B (3) $ 2,631,978.64 N/A N/A N/A
Class PTB-I-2-113A (2) $ 2,631,978.64 Class PTB-I-2-IO-113 N/A N/A
Class PTB-I-2-113B (3) $ 2,479,756.46 N/A N/A N/A
Class PTB-I-2-114A (2) $ 2,479,756.46 Class PTB-I-2-IO-114 N/A N/A
Class PTB-I-2-114B (3) $ 2,406,978.05 N/A N/A N/A
Class PTB-I-2-115A (2) $ 2,406,978.05 Class PTB-I-2-IO-115 N/A N/A
Class PTB-I-2-115B (3) $ 2,267,763.99 N/A N/A N/A
Class PTB-I-2-116A (2) $ 2,267,763.99 Class PTB-I-2-IO-116 N/A N/A
Class PTB-I-2-116B (3) $ 2,201,204.94 N/A N/A N/A
Class PTB-I-2-117A (2) $ 2,201,204.94 Class PTB-I-2-IO-117 N/A N/A
Class PTB-I-2-117B (3) $ 2,073,887.73 N/A N/A N/A
Class PTB-I-2-118A (2) $ 2,073,887.73 Class PTB-I-2-IO-118 N/A N/A
Class PTB-I-2-118B (3) $ 2,013,016.71 N/A N/A N/A
Class PTB-I-2-119A (2) $ 2,013,016.71 Class PTB-I-2-IO-119 N/A N/A
Class PTB-I-2-119B (3) $ 1,955,149.74 N/A N/A N/A
Class PTB-I-2-IO-2 (4) (4) N/A Class PTB-I-2-2A April 2007
Class PTB-I-2-IO-3 (4) (4) N/A Class PTB-I-2-3A May 2007
Class PTB-I-2-IO-4 (4) (4) N/A Class PTB-I-2-4A June 2007
Class PTB-I-2-IO-5 (4) (4) N/A Class PTB-I-2-5A July 2007
Class PTB-I-2-IO-6 (4) (4) N/A Class PTB-I-2-6A August 2007
Class PTB-I-2-IO-7 (4) (4) N/A Class PTB-I-2-7A September 2007
Class PTB-I-2-IO-8 (4) (4) N/A Class PTB-I-2-8A October 2007
Class PTB-I-2-IO-9 (4) (4) N/A Class PTB-I-2-9A November 2007
Class PTB-I-2-IO-10 (4) (4) N/A Class PTB-I-2-10A December 2007
Class PTB-I-2-IO-11 (4) (4) N/A Class PTB-I-2-11A January 2008
Class PTB-I-2-IO-12 (4) (4) N/A Class PTB-I-2-12A February 2008
Class PTB-I-2-IO-13 (4) (4) N/A Class PTB-I-2-13A March 2008
Class PTB-I-2-IO-14 (4) (4) N/A Class PTB-I-2-14A April 2008
Class PTB-I-2-IO-15 (4) (4) N/A Class PTB-I-2-15A May 2008
Class PTB-I-2-IO-16 (4) (4) N/A Class PTB-I-2-16A June 2008
Class PTB-I-2-IO-17 (4) (4) N/A Class PTB-I-2-17A July 2008
Class PTB-I-2-IO-18 (4) (4) N/A Class PTB-I-2-18A August 2008
Class PTB-I-2-IO-19 (4) (4) N/A Class PTB-I-2-19A September 2008
Class PTB-I-2-IO-20 (4) (4) N/A Class PTB-I-2-20A October 2008
Class PTB-I-2-IO-21 (4) (4) N/A Class PTB-I-2-21A November 2008
Class PTB-I-2-IO-22 (4) (4) N/A Class PTB-I-2-22A December 2008
Class PTB-I-2-IO-23 (4) (4) N/A Class PTB-I-2-23A January 2009
Class PTB-I-2-IO-24 (4) (4) N/A Class PTB-I-2-24A February 2009
Class PTB-I-2-IO-25 (4) (4) N/A Class PTB-I-2-25A March 2009
Class PTB-I-2-IO-26 (4) (4) N/A Class PTB-I-2-26A April 2009
Class PTB-I-2-IO-27 (4) (4) N/A Class PTB-I-2-27A May 2009
Class PTB-I-2-IO-28 (4) (4) N/A Class PTB-I-2-28A June 2009
Class PTB-I-2-IO-29 (4) (4) N/A Class PTB-I-2-29A July 2009
Class PTB-I-2-IO-30 (4) (4) N/A Class PTB-I-2-30A August 2009
Class PTB-I-2-IO-31 (4) (4) N/A Class PTB-I-2-31A September 2009
Class PTB-I-2-IO-32 (4) (4) N/A Class PTB-I-2-32A October 2009
Class PTB-I-2-IO-33 (4) (4) N/A Class PTB-I-2-33A November 2009
Class PTB-I-2-IO-34 (4) (4) N/A Class PTB-I-2-34A December 2009
Class PTB-I-2-IO-35 (4) (4) N/A Class PTB-I-2-35A January 2010
Class PTB-I-2-IO-36 (4) (4) N/A Class PTB-I-2-36A February 2010
Class PTB-I-2-IO-37 (4) (4) N/A Class PTB-I-2-37A March 2010
Class PTB-I-2-IO-38 (4) (4) N/A Class PTB-I-2-38A April 2010
Class PTB-I-2-IO-39 (4) (4) N/A Class PTB-I-2-39A May 2010
Class PTB-I-2-IO-40 (4) (4) N/A Class PTB-I-2-40A June 2010
Class PTB-I-2-IO-41 (4) (4) N/A Class PTB-I-2-41A July 2010
Class PTB-I-2-IO-42 (4) (4) N/A Class PTB-I-2-42A August 2010
Class PTB-I-2-IO-43 (4) (4) N/A Class PTB-I-2-43A September 2010
Class PTB-I-2-IO-44 (4) (4) N/A Class PTB-I-2-44A October 2010
Class PTB-I-2-IO-45 (4) (4) N/A Class PTB-I-2-45A November 2010
Class PTB-I-2-IO-46 (4) (4) N/A Class PTB-I-2-46A December 2010
Class PTB-I-2-IO-47 (4) (4) N/A Class PTB-I-2-47A January 2011
Class PTB-I-2-IO-48 (4) (4) N/A Class PTB-I-2-48A February 2011
Class PTB-I-2-IO-49 (4) (4) N/A Class PTB-I-2-49A March 2011
Class PTB-I-2-IO-50 (4) (4) N/A Class PTB-I-2-50A April 2011
Class PTB-I-2-IO-51 (4) (4) N/A Class PTB-I-2-51A May 2011
Class PTB-I-2-IO-52 (4) (4) N/A Class PTB-I-2-52A June 2011
Class PTB-I-2-IO-53 (4) (4) N/A Class PTB-I-2-53A July 2011
Class PTB-I-2-IO-54 (4) (4) N/A Class PTB-I-2-54A August 2011
Class PTB-I-2-IO-55 (4) (4) N/A Class PTB-I-2-55A September 2011
Class PTB-I-2-IO-56 (4) (4) N/A Class PTB-I-2-56A October 20011
Class PTB-I-2-IO-57 (4) (4) N/A Class PTB-I-2-57A November 2011
Class PTB-I-2-IO-58 (4) (4) N/A Class PTB-I-2-58A December 2011
Class PTB-I-2-IO-59 (4) (4) N/A Class PTB-I-2-59A January 2012
Class PTB-I-2-IO-60 (4) (4) N/A Class PTB-I-2-60A February 2012
Class PTB-I-2-IO-61 (4) (4) N/A Class PTB-I-2-61A March 2012
Class PTB-I-2-IO-62 (4) (4) N/A Class PTB-I-2-62A April 2012
Class PTB-I-2-IO-63 (4) (4) N/A Class PTB-I-2-63A May 2012
Class PTB-I-2-IO-64 (4) (4) N/A Class PTB-I-2-64A June 2012
Class PTB-I-2-IO-65 (4) (4) N/A Class PTB-I-2-65A July 2012
Class PTB-I-2-IO-66 (4) (4) N/A Class PTB-I-2-66A August 2012
Class PTB-I-2-IO-67 (4) (4) N/A Class PTB-I-2-67A September 2012
Class PTB-I-2-IO-68 (4) (4) N/A Class PTB-I-2-68A October 2012
Class PTB-I-2-IO-69 (4) (4) N/A Class PTB-I-2-69A November 2012
Class PTB-I-2-IO-70 (4) (4) N/A Class PTB-I-2-70A December 2012
Class PTB-I-2-IO-71 (4) (4) N/A Class PTB-I-2-71A January 2013
Class PTB-I-2-IO-72 (4) (4) N/A Class PTB-I-2-72A February 2013
Class PTB-I-2-IO-73 (4) (4) N/A Class PTB-I-2-73A March 2013
Class PTB-I-2-IO-74 (4) (4) N/A Class PTB-I-2-74A April 2013
Class PTB-I-2-IO-75 (4) (4) N/A Class PTB-I-2-75A May 2013
Class PTB-I-2-IO-76 (4) (4) N/A Class PTB-I-2-76A June 2013
Class PTB-I-2-IO-77 (4) (4) N/A Class PTB-I-2-77A July 2013
Class PTB-I-2-IO-78 (4) (4) N/A Class PTB-I-2-78A August 2013
Class PTB-I-2-IO-79 (4) (4) N/A Class PTB-I-2-79A September 2013
Class PTB-I-2-IO-80 (4) (4) N/A Class PTB-I-2-80A October 2013
Class PTB-I-2-IO-81 (4) (4) N/A Class PTB-I-2-81A November 2013
Class PTB-I-2-IO-82 (4) (4) N/A Class PTB-I-2-82A December 2013
Class PTB-I-2-IO-83 (4) (4) N/A Class PTB-I-2-83A January 2014
Class PTB-I-2-IO-84 (4) (4) N/A Class PTB-I-2-84A February 2014
Class PTB-I-2-IO-85 (4) (4) N/A Class PTB-I-2-85A March 2014
Class PTB-I-2-IO-86 (4) (4) N/A Class PTB-I-2-86A April 2014
Class PTB-I-2-IO-87 (4) (4) N/A Class PTB-I-2-87A May 2014
Class PTB-I-2-IO-88 (4) (4) N/A Class PTB-I-2-88A June 2014
Class PTB-I-2-IO-89 (4) (4) N/A Class PTB-I-2-89A July 2014
Class PTB-I-2-IO-90 (4) (4) N/A Class PTB-I-2-90A August 2014
Class PTB-I-2-IO-91 (4) (4) N/A Class PTB-I-2-91A September 2014
Class PTB-I-2-IO-92 (4) (4) N/A Class PTB-I-2-92A October 2014
Class PTB-I-2-IO-93 (4) (4) N/A Class PTB-I-2-93A November 2014
Class PTB-I-2-IO-94 (4) (4) N/A Class PTB-I-2-94A December 2014
Class PTB-I-2-IO-95 (4) (4) N/A Class PTB-I-2-95A January 2015
Class PTB-I-2-IO-96 (4) (4) N/A Class PTB-I-2-96A February 2015
Class PTB-I-2-IO-97 (4) (4) N/A Class PTB-I-2-97A March 2015
Class PTB-I-2-IO-98 (4) (4) N/A Class PTB-I-2-98A April 2015
Class PTB-I-2-IO-99 (4) (4) N/A Class PTB-I-2-99A May 2015
Class PTB-I-2-IO-100 (4) (4) N/A Class PTB-I-2-100A June 2015
Class PTB-I-2-IO-101 (4) (4) N/A Class PTB-I-2-101A July 2015
Class PTB-I-2-IO-102 (4) (4) N/A Class PTB-I-2-102A August 2015
Class PTB-I-2-IO-103 (4) (4) N/A Class PTB-I-2-103A September 2015
Class PTB-I-2-IO-104 (4) (4) N/A Class PTB-I-2-104A October 2015
Class PTB-I-2-IO-105 (4) (4) N/A Class PTB-I-2-105A November 2015
Class PTB-I-2-IO-106 (4) (4) N/A Class PTB-I-2-106A December 2015
Class PTB-I-2-IO-107 (4) (4) N/A Class PTB-I-2-107A January 2016
Class PTB-I-2-IO-108 (4) (4) N/A Class PTB-I-2-108A February 2016
Class PTB-I-2-IO-109 (4) (4) N/A Class PTB-I-2-109A March 2016
Class PTB-I-2-IO-110 (4) (4) N/A Class PTB-I-2-110A April 2016
Class PTB-I-2-IO-111 (4) (4) N/A Class PTB-I-2-111A May 2016
Class PTB-I-2-IO-112 (4) (4) N/A Class PTB-I-2-112A June 2016
Class PTB-I-2-IO-113 (4) (4) N/A Class PTB-I-2-113A July 2016
Class PTB-I-2-IO-114 (4) (4) N/A Class PTB-I-2-114A August 2016
Class PTB-I-2-IO-115 (4) (4) N/A Class PTB-I-2-115A September 2016
Class PTB-I-2-IO-116 (4) (4) N/A Class PTB-I-2-116A October 2016
Class PTB-I-2-IO-117 (4) (4) N/A Class PTB-I-2-17A November 2016
Class PTB-I-2-IO-118 (4) (4) N/A Class PTB-I-2-118A December 2016
Class PTB-I-2-IO-119 (4) (4) N/A Class PTB-I-2-119A January 2017
Class PTI-B-R (8) (8) N/A N/A N/A
--------------------------
(1) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-B Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-B Interest Rate") equal to the
Group I Pooling Tier REMIC-A Subgroup I-1 WAC Rate.
(2) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-B Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-B Interest Rate") equal to the
weighted average of the Group I Pooling Tier REMIC-A Interest Rates on the
Group I Pooling Tier REMIC-A Regular Interests relating to the Subgroup
I-1 Mortgage Loans and having an "A" at the end of their class
designation, provided that, on each Distribution Date on which interest is
distributable on the Group I Corresponding Pooling Tier REMIC-B IO
Interest, this Group I Pooling Tier REMIC-B Regular Interest shall bear
interest at a per annum rate equal to Swap LIBOR subject to a maximum rate
equal to the weighted average of the Group I Pooling Tier REMIC-A Interest
Rates on the Group I Pooling Tier REMIC-A Regular Interests relating to
the Subgroup I-1 Mortgage Loans and having an "A" at the end of their
class designation.
(3) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-B Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-B Interest Rate") equal to the
weighted average of the Group I Pooling Tier REMIC-A Interest Rates on the
Group I Pooling Tier REMIC-A Regular Interests relating to the Subgroup
I-1 Mortgage Loans and having a "B" at the end of their class designation.
(4) Each Group I Pooling Tier REMIC-B IO Interest is an interest-only interest
and does not have a principal balance but has a notional balance ("Group I
Pooling Tier REMIC-2 IO Notional Balance") equal to the Group I Pooling
Tier REMIC-A Principal Amount of the Group I Corresponding Pooling Tier
REMIC-A Regular Interest. From the Closing Date through and including the
Group I Corresponding Actual Crossover Distribution Date, each Group I
Pooling Tier REMIC-B IO Interest shall be entitled to receive interest
that accrues on the Group I Corresponding Pooling Tier REMIC-A Regular
Interest at a rate equal to the excess, if any, of (i) the Group I Pooling
Tier REMIC-A Interest Rate for the Group I Corresponding Pooling Tier
REMIC-1 Regular Interest over (ii) Swap LIBOR. After the related Group I
Corresponding Actual Crossover Distribution Date, the Group I Pooling Tier
REMIC-B IO Interest shall not accrue interest.
(5) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-B Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-B Interest Rate") equal to the
Group I Pooling Tier REMIC-A Subgroup I-2 WAC Rate.
(6) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-B Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-B Interest Rate") equal to the
weighted average of the Group I Pooling Tier REMIC-A Interest Rates on the
Group I Pooling Tier REMIC-A Regular Interests relating to the Subgroup
I-2 Mortgage Loans and having an "A" at the end of their class
designation, provided that, on each Distribution Date on which interest is
distributable on the Group I Corresponding Pooling Tier REMIC-B IO
Interest, this Group I Pooling Tier REMIC-B Regular Interest shall bear
interest at a per annum rate equal to Swap LIBOR subject to a maximum rate
equal to the weighted average of the Group I Pooling Tier REMIC-A Interest
Rates on the Group I Pooling Tier REMIC-A Regular Interests relating to
the Subgroup I-2 Mortgage Loans and having an "A" at the end of their
class designation.
(7) For any Distribution Date (and the related Interest Accrual Period), this
Group I Pooling Tier REMIC-B Regular Interest shall bear interest at a per
annum rate (its "Group I Pooling Tier REMIC-B Interest Rate") equal to the
weighted average of the Group I Pooling Tier REMIC-A Interest Rates on the
Group I Pooling Tier REMIC-A Regular Interests relating to the Subgroup
I-2 Mortgage Loans and having a "B" at the end of their class designation.
(8) The Class PTI-B-R Interest shall not have a principal balance and shall
not bear interest.
On each Distribution Date, the interest distributable in respect of
the Group I Mortgage Loans from the related subgroup for such Distribution Date
shall be distributed to the Group I Pooling Tier REMIC-B Regular Interests at
the Group I Pooling Tier REMIC-B Interest Rates shown above.
On each Distribution Date, Realized Losses for Subgroup I-1,
Subsequent Recoveries for Subgroup I and payments of principal in respect of the
Subgroup I-1 Mortgage Loans shall be allocated to the then outstanding Group I
Pooling Tier REMIC-B Regular Interests (other than the Group I Pooling Tier
REMIC-B IO Interests) relating to the Subgroup I-1 Mortgage Loans with the
lowest numerical denomination until the Group I Pooling Tier REMIC-B Principal
Amount of such interest or interests, as the case may be, is reduced to zero,
provided that, for Group I Pooling Tier REMIC-B Regular Interests Mortgage Loans
with the same numerical denomination, such Realized Losses for Subgroup I-1,
Subsequent Recoveries for Subgroup I-1 and payments of principal shall be
allocated pro rata between such Group I Pooling Tier REMIC-B Regular Interests.
On each Distribution Date, Realized Losses for Subgroup I-2,
Subsequent Recoveries for Subgroup I-2 and payments of principal in respect of
the Subgroup I-2 Mortgage Loans shall be allocated to the then outstanding Group
I Pooling Tier REMIC-B Regular Interests (other than the Group I Pooling Tier
REMIC-B IO Interests) relating to the Subgroup I-2 Mortgage Loans with the
lowest numerical denomination until the Group I Pooling Tier REMIC-B Principal
Amount of such interest or interests, as the case may be, is reduced to zero,
provided that, for Group I Pooling Tier REMIC-B Regular Interests with the same
numerical denomination, such Realized Losses for Subgroup I-2, Subsequent
Recoveries for Subgroup I-2 and payments of principal shall be allocated pro
rata between such Group I Pooling Tier REMIC-B Regular Interests.
Group I Lower Tier REMIC
The Group I Lower Tier REMIC shall issue the following interests,
and each such interest, other than the Class I-LT-R Interest, is hereby
designated as a regular interest in the Group I Lower Tier REMIC. The Class
I-LT-R Interest is hereby designated as the sole Class of residual interest in
the Group I Lower Tier REMIC and shall be represented by the Class I-R
Certificates.
Group I
Group I Lower Tier Group I Lower Corresponding
REMIC Tier REMIC Initial Group I Lower Tier Upper Tier REMIC
Class Designation Interest Rate REMIC Principal Amount Regular Interest
------------------ ------------- ------------------------------------ ------------------------
Class LT-I-1-A (1) 1/4 Group I Corresponding Upper I-1-A
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-2-A-1 (1) 1/4 Group I Corresponding Upper I-2-A-1
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-2-A-2 (1) 1/4 Group I Corresponding Upper I-2-A-2
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-1 (1) 1/4 Group I Corresponding Upper I-M-1
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-2 (1) 1/4 Group I Corresponding Upper I-M-2
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-3 (1) 1/4 Group I Corresponding Upper I-M-3
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-4 (1) 1/4 Group I Corresponding Upper I-M-4
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-5 (1) 1/4 Group I Corresponding Upper I-M-5
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-6 (1) 1/4 Group I Corresponding Upper I-M-6
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-7 (1) 1/4 Group I Corresponding Upper I-M-7
Tier REMIC Regular Interest
initial Class Certificate Balance
Class LT-I-M-8 (1) 1/4 Group I Corresponding Upper I-M-8
Tier REMIC Regular Interest
initial Class Certificate Balance
Class I-LT-Accrual (1) 1/4 Group I Pool Stated Principal N/A
Balance plus 1/4 Subordinated Amount
Class LT- (1) 0.01% initial Subgroup I-1 N/A
Subgroup I-1(SUB) Subordinated Amount (6)
Class LT- (2) 0.01% initial aggregate Stated N/A
Subgroup I-1 Principal Balance of the
Subgroup I-1 Mortgage Loans (6)
Class LT- (1) 0.01% initial Subgroup I-2 N/A
Subgroup I-2(SUB) Subordinated Amount (6)
Class LT- (3) 0.01% initial aggregate Stated N/A
Subgroup I-2 Principal Balance of the
Subgroup I-2 Mortgage Loans (6)
Class LT-I-XX (1) 1/2 initial aggregate Stated
Principal Balance of the Group 1
Mortgage Loans, less aggregate
Initial Group I Lower Tier REMIC
Principal Amounts of Class
LT-Subgroup I-1 (SUB), Class
LT-Subgroup I-1 Interests, Class
LT-Subgroup I-2 (SUB) and Class
LT-Subgroup I-2 Interests
Class I-LT-IO (4) (4) N/A
Class I-LT-R (5) (5) N/A
----------------------
(1) The interest rate with respect to any Distribution Date for these
interests is a per annum variable rate equal to the Group I Lower Tier
REMIC Net WAC Rate.
(2) The interest rate with respect to any Distribution Date for the Class
LT-Subgroup I-1 Interest is a per annum variable rate (expressed as a
percentage rounded to eight decimal places) equal to the weighted average
of the Group I Pooling Tier REMIC-B Interest Rates of the Group I Pooling
Tier REMIC-B Regular Interests (other than the Group I Pooling Tier
REMIC-B IO Interests) relating to the Subgroup I-1 Mortgage Loans.
(3) The interest rate with respect to any Distribution Date for the Class
LT-Subgroup I-2 Interest is a per annum variable rate (expressed as a
percentage rounded to eight decimal places) equal to the weighted average
of the Group I Pooling Tier REMIC-B Interest Rates of the Group I Pooling
Tier REMIC-B Regular Interests (other than the Group I Pooling Tier
REMIC-B IO Interests) relating to the Subgroup I-2 Mortgage Loans.
(4) This Group I Lower Tier Regular Interest is an interest-only interest and
does not have a Group I Lower Tier REMIC Principal Amount. On each
Distribution Date, this Group I Lower Tier Regular Interest shall be
entitled to receive all interest distributable on the Group I Pooling Tier
REMIC-B IO Interests.
(5) The Class I-LT-R Interest is the sole Class of residual interest in the
Group I Lower Tier REMIC and it does not have a principal amount or an
interest rate.
(6) For all Distribution Dates, the Group I Lower Tier Principal Amount of
these Group I Lower Tier REMIC Regular Interests shall be rounded to eight
decimal places.
Each Group I Lower Tier Regular Interest is hereby designated as a
regular interest in the Group I Lower Tier REMIC. The Class LT-I-1-A, Class
LT-I-2-A-1, Class LT-I-2-A-2, Class LT-I-M-1, Class LT-I-M-2, Class LT-I-M-3,
Class LT-I-M-4, Class LT-I-M-5, Class LT-I-M-6, Class LT-I-M-7 and Class
LT-I-M-8 Interests are hereby designated the Group I-LT Accretion Directed
Classes (the "Group I-LT Accretion Directed Classes").
On each Distribution Date, 25% of the increase in the Subordinated
Amount shall be payable as a reduction of the Group I Lower Tier REMIC Principal
Amount of the Group I-LT Accretion Directed Classes (each such Class will be
reduced by an amount equal to 25% of any increase in the Subordinated Amount
that is attributable to a reduction in the Class Certificate Balance of its
Group I Corresponding Class) and shall be accrued and added to the Group I Lower
Tier REMIC Principal Amount of the Class I-LT-Accrual Interest. On each
Distribution Date, the increase in the Group I Lower Tier REMIC Principal Amount
of the Class I-LT-Accrual Interest may not exceed interest accruals for such
Distribution Date for the Class I-LT-Accrual Interest. In the event that: (i)
25% of the increase in the Subordinated Amount exceeds (ii) interest accruals on
the Class I-LT-Accrual Interest for such Distribution Date, the excess for such
Distribution Date (accumulated with all such excesses for all prior Distribution
Dates) will be added to any increase in the Subordinated Amount for purposes of
determining the amount of interest accrual on the Class I-LT-Accrual Interest
payable as principal on the Group I-LT Accretion Directed Classes on the next
Distribution Date pursuant to the first sentence of this paragraph. All payments
of scheduled principal and prepayments of principal generated by the Group I
Mortgage Loans and all Subsequent Recoveries for Loan Group I allocable to
principal shall be allocated (i) 25% to the Class I-LT-Accrual Interest, (ii)
25% to the Group I-LT Accretion Directed Classes (such principal payments and
Subsequent Recoveries for Loan Group I shall be allocated among such Group I-LT
Accretion Directed Classes in an amount equal to 25% of the principal amounts
and Subsequent Recoveries for Loan Group I allocated to their respective Group I
Corresponding Classes), until paid in full, and (iii) 50% to Class LT-Subgroup
I-1(SUB) Interest, Class LT-Subgroup I-1 Interest, Class LT-Subgroup I-2(SUB)
Interest, Class LT-Subgroup I-2 Interest and Class LT-I-XX Interest (and further
allocated among these Group I Lower Tier Regular Interests in the manner
described in the next sentence). As among the Class LT-Subgroup I-1(SUB)
Interest, Class LT-Subgroup I-1 Interest, Class LT-Subgroup I-2(SUB) Interest,
Class LT-Subgroup I-2 Interest and Class LT-I-XX Interest, all payments of
scheduled principal and prepayments of principal generated by the Group I
Mortgage Loans and Subsequent Recoveries referred to in clause (iii) of the
previous sentence shall be allocated (i) first, to the Class LT-Subgroup
I-1(SUB) Interest, and Class LT-Subgroup I-2(SUB) Interest, each from the
related Subgroup, so that their respective Group I Lower Tier REMIC Principal
Amount (computed to at least eight decimal places) is equal to 0.01% of the
related Subgroup I-1 Subordinated Amount and Subgroup I-2 Subordinated Amount,
respectively (except that if any such amount is a larger number than in the
preceding distribution period, the least amount of principal shall be
distributed to the Class LT-Subgroup I-1(SUB) Interest and Class LT-Subgroup
I-2(SUB) Interest, as applicable, such that the Group I Lower Tier REMIC
Subordinated Balance Ratio is maintained); (ii) second, to the Class LT-Subgroup
I-1 Interest and the Class LT-Subgroup I-2 Interest, 0.01% of the principal
collected in respect of the related Subgroup; and (iii) third, any remaining
amounts of principal shall be distributed to the Class LT-I-XX Interest.
Notwithstanding the above, principal payments allocated to the Class I-CE
Interest that result in the reduction in the Subordinated Amount shall be
allocated (i) 50% to the Class I-LT-Accrual Interest (until paid in full), and
(ii) 50% to the Class LT-Subgroup I-1(SUB) Interest, the Class LT-Subgroup
I-2(SUB) Interest, the Class LT-Subgroup I-1 Interest, the Class LT-Subgroup I-2
Interest and the Class LT-I-XX Interest (and allocated among these Group I Lower
Tier Regular Interests in a manner similar to that described in the immediately
preceding sentence).
Reductions to Group I Lower Tier REMIC Principal Amounts as a result
of Realized Losses in Loan Group I and increases in Group I Lower Tier REMIC
Principal Amounts as a result of Subsequent Recoveries for Loan Group I shall be
applied so that after all distributions have been made on each Distribution Date
(i) the Group I Lower Tier REMIC Principal Amount of each Group I-LT Accretion
Directed Class is equal to 25% of the Class Certificate Balance of its Group I
Corresponding Class, (ii) the Class I-LT-Accrual Interest is equal to 25% of the
aggregate Stated Principal Balance of the Group I Mortgage Loans plus 25% of the
Subordinated Amount, (iii) the Class LT-Subgroup I-1(SUB) Interest is equal to
0.01% of the Subgroup I-1 Subordinated Amount, (iv) the Class LT-Subgroup
I-2(SUB) Interest is equal to 0.01% of the Subgroup I-2 Subordinated Amount, (v)
the Class LT-Subgroup I-1 Interest is equal to 0.01% of the aggregate Stated
Principal Balance of the Subgroup I-1 Mortgage Loans, (vi) the Class LT-Subgroup
I-2 Interest is equal to 0.01% of the aggregate Stated Principal Balance of the
Subgroup I-2 Mortgage Loans and (vii) the remainder shall be applied to the
Class LT-I-XX Interest.
Group I Upper Tier REMIC
The Group I Upper Tier REMIC shall issue the following Classes of
Group I Upper Tier REMIC Regular Interests and each such interest, other than
the Class I-UT-R Interest, is hereby designated as a regular interest in the
Group I Upper Tier REMIC. The Class I-UT-R Interest is hereby designated as the
sole Class of residual interests in the Group I Upper Tier REMIC and shall be
represented by the Class I-R Certificates.
Group I
Group I Upper Tier Group I Upper Group I Initial Corresponding
REMIC Tier REMIC Upper Tier REMIC Class of
Class Designation Interest Rate Principal Amount Certificates
-------------------- --------------- ------------------ ---------------
Class I-1-A (1) $436,337,000.00 Class I-1-A
Class I-2-A-1 (2) $519,568,000.00 Class I-2-A-1
Class I-2-A-2 (2) $57,730,000.00 Class I-2-A-2
Class I-M-1 (3) $14,527,000.00 Class I-M-1
Class I-M-2 (3) $9,146,000.00 Class I-M-2
Class I-M-3 (3) $5,380,000.00 Class I-M-3
Class I-M-4 (3) $5,380,000.00 Class I-M-4
Class I-M-5 (3) $5,380,000.00 Class I-M-5
Class I-M-6 (3) $5,380,000.00 Class I-M-6
Class I-M-7 (3) $4,842,000.00 Class I-M-7
Class I-M-8 (3) $5,380,000.00 Class I-M-8
Class I-IO (4) (4)
Class I-CE (5) (5) Class I-CE (3)
Class I-UT-R (6) (6) Class I-R
--------------------------
(1) For any Distribution Date (and the related Interest Accrual Period), this
interest shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Subgroup I-1 Loan Cap) for the Group I
Corresponding Class of Certificates and (ii) the Group I Lower Tier
Interest Rate for the Class LT Subgroup I-1 Interest (the "Group I Upper
Tier REMIC Subgroup I-1 Rate").
(2) For any Distribution Date (and the related Interest Accrual Period), this
interest shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Subgroup I-2 Loan Cap) for the Group I
Corresponding Class of Certificates and (ii) the Group I Lower Tier
Interest Rate for the Class LT-Subgroup I-2 Interest (the "Group I Upper
Tier REMIC Subgroup I-2 Rate").
(3) For any Distribution Date (and the related Interest Accrual Period), this
interest shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Group I Pool Cap) for the Corresponding
Class of Certificates and (ii) the Group I Upper Tier REMIC Pool Cap Rate.
(4) This interest is an interest-only interest and does not have a principal
balance. On each Distribution Date, the Class I-IO Interest shall be
entitled to receive all interest distributable on the Class I-LT-IO
Interest. This interest shall be beneficially owned by the holders of the
Class I-CE Certificates and shall be held as an asset of the Supplemental
Interest Account.
(5) The Class I-CE Interest has an initial principal balance of $6,995,479 but
it will not accrue interest on such balance but will accrue interest on a
notional principal balance. As of any Distribution Date, the Class I-CE
Interest shall have a notional principal balance equal to the aggregate of
the Group I Lower Tier Principal Amounts of the Group I Lower Tier Regular
Interests (other than the Class I-LT-IO Interest) as of the first day of
the related Interest Accrual Period. With respect to any Interest Accrual
Period, the Class I-CE Interest shall bear interest at a rate equal to the
excess, if any, of the Group I Lower Tier REMIC Net WAC Rate over the
product of (i) 2 and (ii) the weighted average Group I Lower Tier REMIC
Interest Rate of the Group I Lower Tier Regular Interests (other than
Class LT-I-Subgroup I-1, Class LT-I-Subgroup I-2, Class LT-I-Subgroup
I-1(SUB), Class LT-I-Subgroup I-2(SUB), Class LT-I-XX and Class I-LT-IO
Interests, where the Group I Lower Tier REMIC Interest Rate on the Class
I-LT-Accrual Interest is subject to a cap equal to zero and each Group
I-LT Accretion Directed Class is subject to a cap equal to the Group I
Upper Tier Interest Rate on its Group I Corresponding Class of Group I
Upper Tier Regular Interest. With respect to any Distribution Date,
interest that so accrues on the notional principal balance of the Class
I-CE Interest shall be deferred in an amount equal to any increase in the
Subordinated Amount on such Distribution Date. Such deferred interest
shall not itself bear interest.
(6) The Class I-UT-R Interest does not have an interest rate or a principal
balance.
On each Distribution Date, interest distributable in respect of the
Group I Lower Tier Interests for such Distribution Date shall be deemed to be
distributed on the interests in the Group I Upper Tier REMIC at the rates shown
above, provided that the Class I-IO Interest shall be entitled to receive
interest before any other interest in the Group I Upper Tier REMIC.
On each Distribution Date, all Realized Losses for Loan Group I,
Subsequent Recoveries for Loan Group I and all payments of principal shall be
allocated to the Group I Upper Tier Interests until the outstanding principal
balance of each such interest equals the outstanding Class Certificate Balance
of the Group I Corresponding Class of Certificates as of such Distribution Date.
GROUP II Pooling Tier REMIC
The Class PT-II-1B, Class PT-II-1Q, Class PT-II-2B, Class PT-II-2Q,
Class PT-II-1-IO, Class PT-II-2-IO, Class PT-II-1-PO and Class PT-II-2-PO
Interests will evidence "regular interests" in the Group II Pooling Tier REMIC
created hereunder. The Class PT-II-AR Interest shall constitute the sole Class
of "residual interests" in the Group II Pooling Tier REMIC and will be evidenced
by the Class II-AR Certificates.
The following table sets forth the Original Group II Pooling Tier
Principal Amounts and per annum rates of interest for the Group II Pooling Tier
Interests and the Class PT-II-AR Interest:
` Group II Pooling `
` Tier REMIC `
` Interest Original Group II Pooling Tier
Class Designation Rate Principal Amount
----------------- ---------------- ------------------------------
Class PT-II-1B (1) 0.001% of Group II Subgroup
Subordinate Amount of Subgroup
II-1 (6)
Class PT-II-1-PO Class Certificate Balance of
(2) Class II-1-PO Certificates (7)
Class PT-II-1Q (1) Stated Principal Balance of
Subgroup II-1 Mortgage Loans less
aggregate Group II Pooling Tier
Principal Amounts of Class
PT-II-1B and Class PT-II-1-PO
Interests (8)
Class PT-II-1-IO (3) (3)
Class PT-II-2B (4) 0.001% of Group II Subgroup
Subordinate Amount of Subgroup
II-2 (6)
Class PT-II-2-PO (2) Class Certificate Balance of
Class II-2-PO Certificates (7)
Class PT-II-2Q (4) Stated Principal Balance of
Subgroup II-2 Mortgage Loans less
aggregate Group II Pooling Tier
Principal Amounts of Class
PT-II-2B and Class PT-II-2-PO
Interests (8)
Class PT-II-2-IO (5) (5)
Class PT-II-AR 6.00% $100
------
(1) The interest rate for this Group II Pooling Tier Interest shall be a per
annum rate equal to 6.25%.
(2) This Group II Pooling Tier Interest shall not bear interest.
(3) This Group II Pooling Tier Interest shall not have a principal balance and
shall represent a "specified portion," within the meaning of the REMIC
Provisions, of the interest payments on the Subgroup I-1 Non-Discount
Mortgage Loans equal to the product of (i) the excess of (A) the weighted
average of the net Mortgage Interest Rates of the Subgroup II-1
Non-Discount Mortgage Loans over (B) 6.25% and (ii) the Stated Principal
Balances of the Subgroup II-1 Non-Discount Mortgage Loans as of the Due
Date in the month of the related Distribution Date (prior to giving effect
to any Scheduled Payments due on such Mortgage Loan on such Due Date).
(4) The interest rate for this Group II Pooling Tier Interest shall be a per
annum rate equal to 6.00%.
(5) This Group II Pooling Tier Interest shall not have a principal balance and
shall represent a "specified portion," within the meaning of the REMIC
Provisions, of the interest payments on the Subgroup I-2 Non-Discount
Mortgage Loans equal to the product of (i) the excess of (A) the weighted
average of the net Mortgage Interest Rates of the Subgroup II-2
Non-Discount Mortgage Loans over (B) 6.00% and (ii) the Stated Principal
Balances of the Subgroup II-2 Non-Discount Mortgage Loans as of the Due
Date in the month of the related Distribution Date (prior to giving effect
to any Scheduled Payments due on such Mortgage Loan on such Due Date).
(6) As of the Closing Date and any date of determination, (i) the Group II
Pooling Tier Principal Amount of the Class PT-II-1B Interest shall equal
0.001% of the Subgroup Subordinate Amount of Subgroup II-1 and (ii) the
Group II Pooling Tier Principal Amount of the Class PT-II-2B Interest
shall equal 0.001% of the Subgroup Subordinate Amount of Subgroup II-2 (in
each case, computed to at least eight decimal places).
(7) As of the Closing Date and any date of determination, the Group II Pooling
Tier Principal Amount of the Class PT-II-1-PO Interest and Class
PT-II-2-PO Interest shall equal the Class Certificate Balance of the Class
II-1-PO Certificates and the Class II-2-PO Certificates, respectively.
(8) As of the Closing Date and any date of determination, (i) the Group II
Pooling Tier Principal Amount of the Class PT-II-1Q Interest shall equal
the excess of the aggregate Stated Principal Balance of the Mortgage Loans
in Subgroup II-1 over the aggregate Group II Pooling Tier Principal Amount
of the Class PT-II-1B and Class PT-II-1-PO Interests and (ii) the Group II
Pooling Tier Principal Amount of the Class PT-II-2Q Interest shall equal
the excess of the aggregate Stated Principal Balance of the Mortgage Loans
in Subgroup II-2 over the aggregate Group II Pooling Tier Principal Amount
of the Class PT-II-2B and Class PT-II-2-PO Interests.
With respect to the Group II Mortgage Loans and the Group II Pooling
Tier Interests, distributions of principal shall be made, and Realized Losses,
Fraud Losses, Bankruptcy Losses, Special Hazard Losses, Deficient Valuations and
Excess Losses shall be allocated:
first, from Subgroup I-1, to the Class PT-II-1-PO Interest, so
as to keep the Group II Pooling Tier Principal Amount of the Class
PT-II-1-PO Interest equal to Class Certificate Balance of the Class
II-1-PO Certificates, and from Subgroup I-2, to the Class PT-II-2-PO
Interest, so as to keep the Group II Pooling Tier Principal Amount
of the Class PT-II-2-PO Interest equal to Class Certificate Balance
of the Class II-2-PO Certificates;
second, to the Class PT-II-1B Interest and Class PT-II-2B
Interest, from the related Subgroup, so that their respective Group
II Pooling Tier Principal Amounts (computed to at least eight
decimal places) are equal to (A) 0.001% of the Subgroup Subordinate
Amount of Subgroup II-1, and (B) 0.001% of the Subgroup Subordinate
Amount of Subgroup II-2, respectively (except that if any such
amount is a larger number than in the preceding distribution period,
the least amount of principal shall be distributed or losses shall
be allocated to the Class PT-II-1B Interest and Class PT-II-2B
Interest, as applicable, such that the Group II Pooling Tier
Subordinated Balance Ratio is maintained); and
third, any remaining amounts of principal shall be distributed
and losses shall be allocated from the related Subgroup, to the
Class PT-II-1Q Interest and Class PT-II-2Q Interest, respectively.
Any amounts remaining after distributing to the Group II Pooling
Tier Interests as described above shall be distributed to the Holders of the
Class II-AR Certificates in respect of the Class PT-II-AR Interest.
Group II Lower Tier REMIC
The Class LT-II-1-A-1, Class LT-II-1-A-2, Class LT-II-1-A-3, Class
LT-II-1-A-4, Class LT-II-1-A-5, Class LT-II-1-A-6, Class LT-II-1-A-7, Class
LT-II-1-A-8, Class LT-II-1-A-10, Class LT-II-1-A-11, Class LT-II-1-A-12, Class
LT-II-1-A-13, Class LT-II-1-A-15, Class LT-II-2-A-1, Class LT-II-1-IO, Class
LT-II-1-PO, Class LT-II-2-IO, Class LT-II-2-PO, Class LT-II-M-1, Class
LT-II-B-1, Class LT-II-B-2, Class LT-II-B-3, Class LT-II-B-4 and Class LT-II-B-5
Interests will evidence "regular interests" in the Group II Lower Tier REMIC
created hereunder. The Class LT-II-AR Interest shall constitute the sole Class
of "residual interests" in the Group II Lower Tier REMIC and will be evidenced
by the Class II-AR Certificates.
The following table sets forth the Group II Lower Tier Principal
Amounts and per annum rates of interest for the Group II Lower Tier REMIC
Interests:
Corresponding Group II Lower Group II Lower
Class of Group II Tier REMIC Tier
Class Designation Certificates Interest Rate Principal Amount
----------------- ------------ ------------- ----------------
Class LT-II-1-A-1 Class II-1-A-1 6.25% (1)
Class LT-II-1-A-2 Class II-1-A-2 6.25% (1)
Class LT-II-1-A-3 Class II-1-A-3 6.25% (1)
Class LT-II-1-A-4 Class II-1-A-4 6.25% (1)
Class LT-II-1-A-5 Class II-1-A-5 6.25% (1)
Class LT-II-1-A-6 Class II-1-A-6 6.25% (1)
Class LT-II-1-A-7 Class II-1-A-7 6.25% (1)
Class LT-II-1-A-8 Class II-1-A-8 6.25% (1)
Class LT-II-1-A-10 Class II-1-A-10 6.25% (1)
Class LT-II-1-A-11 Class II-1-A-11 6.25% (1)
Class LT-II-1-A-12 Class II-1-A-12 6.25% (1)
Class LT-II-1-A-13 Class II-1-A-13 6.25% (1)
Class LT-II-1-A-15 Class II-1-A-15 6.25% (1)
Class LT-II-2-A-1 Class II-2-A-1 6.00% (1)
Class LT-II-1-IO Class II-1-IO (2) (3)
Class LT-II-1-PO Class II-1-PO (4) (1)
Class LT-II-2-IO Class II-2-IO (2) (3)
Class LT-II-2-PO Class II-2-PO (4) (1)
Class LT-II-M-1 Class II-M-1 (2) (1)
Class LT-II-B-1 Class II-B-1 (2) (1)
Class LT-II-B-2 Class II-B-2 (2) (1)
Class LT-II-B-3 Class II-B-3 (2) (1)
Class LT-II-B-4 Class II-B-4 (2) (1)
Class LT-II-B-5 Class II-B-5 (2) (1)
Class LT-II-AR Class II-AR N/A N/A
----------------------
(1) This Group II Lower Tier REMIC Interest shall at all times have (and
principal shall be paid such that at all times it has) a Group II Lower
Tier REMIC Principal Amount equal to the Class Certificate Balance of the
Corresponding Class of Group II Certificates.
(2) This Group II Lower Tier Regular Interest shall have an interest rate
equal to the Pass-Through Rate of the Corresponding Class of Group II
Certificates. For federal income tax purposes, the Pass-Through Rate for
the Class II-M-1, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4
and Class II-B-5 Certificates and the Class LT-M-1, Class LT-II-B-1, Class
LT-II-B-2, Class LT-II-B-3, Class LT-II-B-4 and Class LT-II-B-5 Interests,
for any Distribution Date shall be expressed as a per annum rate equal to
the weighted average of (i) the interest rate for the Class PT-II-1B
Interest and (ii) the interest rate for the Class PT-II-2B Interest,
weighted on the basis of the respective Group II Pooling Tier Principal
Amounts of each such Group II Pooling Tier Interest (computed to at least
eight decimal places), immediately prior to such Distribution Date.
(3) This Group II Lower Tier Interest shall not be entitled to principal, but
shall have a notional amount equal to the Notional Amount of the
Corresponding Class of Group II Certificates.
(4) This Group II Lower Tier Interest shall not bear interest.
On each Distribution Date, Group II Available Funds shall be applied
to distributions on the Group II Lower Tier REMIC Interests, in each case in an
amount sufficient to make the distributions on the respective Corresponding
Class of Group II Certificates on such Distribution Date in accordance with the
provisions of Article IV; provided, (I) interest payable on the Class II-A-9
Certificates at a deemed rate of 0.25% (A) on a balance equal to the Class
Certificate Balance of the Class II-1-A-7 and (B) on a balance equal to the
Class Certificate Balance of the Class II-1-A-10 Certificates shall be deemed
paid to the Class LT-II-1-A-7 and Class II-1-A-10 Interests, respectively, and
(II) interest payable on the Class II-A-14 Certificates at a deemed rate of (i)
0.25% (A) on a balance equal to the Class Certificate Balance of the Class
II-1-A-1 Certificates, (B) on a balance equal to the Class Certificate Balance
of the Class II-1-A-5 and (C) on a balance equal to the Class Certificate
Balance of the Class II-1-A-13 Certificates shall be deemed paid to the Class
LT-II-1-A-1, Class II-1-A-5 and Class LT-II-1-A-13 Interests, respectively, (ii)
0.50% (A) on a balance equal to the Class Certificate Balance of the Class
II-1-A-8 and (B) on a balance equal to the Class Certificate Balance of the
Class II-1-A-11 Certificates shall be deemed paid to the Class LT-II-1-A-8 and
Class II-1-A-11 Interests, respectively, and (iii) 0.75% on a balance equal to
the Class Certificate Balance of the Class II-1-A-12 Certificates shall be
deemed payable on the Class LT-II-1-A-12 Interest.
As of any date, the Group II Lower Tier Principal Amount or notional
amount of each Group II Lower Tier Interest shall equal the Class Certificate
Balance or Notional Amount of the respective Corresponding Class of Group II
Certificates. Realized Losses, Fraud Losses, Special Hazard Losses, Bankruptcy
Losses, Deficient Valuations and Excess Losses shall be allocated to the Group
II Lower Tier Interests in the same manner as they are allocated to the
Corresponding Class of Group II Certificates pursuant to Article IV.
Any amounts remaining after distribution to the Group II Lower Tier
Interests as described above shall be distributed to the holders of the Class
II-AR Certificates in respect of the Class LT-II-AR Interest.
Group II Upper Tier REMIC
The Class II-1-A-1, Class II-1-A-2, Class II-1-A-3, Class II-1-A-4,
Class II-1-A-5, Class II-1-A-6, Class II-1-A-7, Class II-1-A-8, Class II-1-A-10,
Class II-1-A-11, Class II-1-A-12, Class II-1-A-13, Class II-1-A-15, Class
II-2-A-1, Class II-1-IO, Class II-1-PO, Class II-2-IO, Class II-2-PO, Class II-M
1, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5
Interests will evidence "regular interests" in the Group II Upper Tier REMIC
created hereunder. The Class UT-II-AR Interest shall constitute the sole Class
of "residual interests" in the Group II Upper Tier REMIC and will be evidenced
by the Class II-I-AR Certificates.
The following table (to the extent it relates to the Group II
Certificates) sets forth the Class Certificate Balance and Pass-Through Rate for
each Class of Group II Certificates.
Certificates
Class Pass-Through Class Certificate
Class Designation Rate Balance
------------------- ------------------ -------------------
Class I-1-A (6) (1) $436,337,000.00
Class I-2-A-1 (6) (2) $519,568,000.00
Class I-2-A-2 (6) (2) $57,730,000.00
Class I-M-1 (6) (3) $14,527,000.00
Class I-M-2 (6) (3) $9,146,000.00
Class I-M-3 (6) (3) $5,380,000.00
Class I-M-4 (6) (3) $5,380,000.00
Class I-M-5 (6) (3) $5,380,000.00
Class I-M-6 (6) (3) $5,380,000.00
Class I-M-7 (6) (3) $4,842,000.00
Class I-M-8 (6) (3) $5,380,000.00
Class I-CE (4) (4)
Class I-R (5) (5)
Class II-1-A-1 6.0000 $50,193,000.00
Class II-1-A-2 (7) $54,315,833.00
Class II-1-A-3 (8) $10,863,167.00
Class II-1-A-4 6.2500 $25,000.00
Class II-1-A-5 6.0000 $26,160,000.00
Class II-1-A-6 6.2500 $25,000.00
Class II-1-A-7 6.0000 $65,598,000.00
Class II-1-A-8 5.5750 $30,378,000.00
Class II-1-A-9 6.0000 $2,819,250.00
Class II-1-A-10 6.0000 $2,064,000.00
Class II-1-A-11 5.7500 $50,000,000.00
Class II-1-A-12 5.5000 $43,940,000.00
Class II-1-A-13 6.0000 $4,725,000.00
Class II-1-A-14 6.0000 $15,568,916.00
Class II-1-A-15 6.2500 $25,000.00
Class II-2-A-1 6.0000 $29,449,900.00
Class II-1-IO (10) $169,541,140.00
Class II-1-PO (9) $4,725,960.00
Class II-2-IO (11) $9,764,050.00
Class II-2-PO (9) $674,025.00
Class II-AR 6.0000 $100.00
Class II-M-1 (12) $8,530,000.00
Class II-B-1 (12) $5,555,000.00
Class II-B-2 (12) $3,174,000.00
Class II-B-3 (12) $1,984,000.00
Class II-B-4 (12) $1,190,000.00
Class II-B-5 (12) $3,174,478.00
--------------------------
(1) The Class I-1-A Certificates will bear interest during each Interest
Accrual Period at a per annum rate equal to the lesser of (i) LIBOR plus
the applicable Pass-Through Margin and (ii) the Subgroup I-1 Loan Group
Cap.
(2) The Class I-2-A-1 and Class I-2-A-2 Certificates will bear interest during
each Interest Accrual Period at a per annum rate equal to the lesser of
(i) LIBOR plus the applicable Pass-Through Margin and (ii) the Subgroup
I-2 Loan Group Cap.
(3) The Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7 and Class I-M-8 Certificates will bear interest during
each Interest Accrual Period at a per annum rate equal to the lesser of
(i) LIBOR plus the applicable Pass-Through Margin and (ii) the Group I
Pool Cap.
(4) The Class I-CE Certificates will represent beneficial ownership of the
Class I-CE Interest, the Class I-IO Interest, the right to receive Class
I-IO Shortfalls, amounts in the Supplemental Interest Account, subject to
the obligation to pay Net Swap Payments to the Group I Swap Provider and
Basis Risk Carry Forward Amounts to the Group I LIBOR Certificates and,
without duplication, Group I Upper Tier Carry Forward Amounts to the Group
I LIBOR Certificates. For federal income tax purposes, the Trustee will
treat a Class I-CE Certificateholder's obligation to make payments to the
Group I LIBOR Certificates of Basis Risk Carry Forward Amounts from the
Excess Reserve Fund Account and the Supplemental Interest Account and,
without duplication, Group I Upper Tier Carry Forward Amounts from the
Supplemental Interest Account and the right to receive Class I-IO
Shortfalls as payments made or received pursuant to a notional principal
contract between the Class I-CE Certificateholders and the holder and the
right to receive Class I-IO Shortfalls of each Class of Group I LIBOR
Certificates. Such rights of the Class I-CE Certificateholders and Group I
LIBOR Certificateholders shall be treated as held in a portion of the
Trust Fund that is treated as a grantor trust under subpart E, Part I of
subchapter J of the Code. The Class I-CE Certificates do not have a Class
Certificate Balance.
(5) The Class I-R Certificates do not have a principal balance or an interest
rate. The Class I-R Certificates represent the residual interest in each
Group I Trust REMIC.
(6) Each of these Certificates will represent not only the ownership of the
Corresponding Class of Group I Upper Tier REMIC Regular Interest but also
the right to receive payments from the Excess Reserve Fund Account and
Supplemental Interest Account in respect of any Basis Risk Carry Forward
Amounts and, without duplication, from the Supplemental Interest Account
in respect of Group I Upper Tier Carry Forward Amounts. Each of these
Certificates will also be subject to the obligation to pay Class I-IO
Shortfalls as described in Section 8.15. For federal income tax purposes,
any amount distributed on the Group I LIBOR Certificates on any such
Distribution Date in excess of the amount distributable on their
Corresponding Class of Group I Upper Tier Regular Interest on such
Distribution Date shall be treated as having been paid from the Excess
Reserve Fund Account or the Supplemental Interest Account, as applicable,
and any amount distributable on such Group I Corresponding Class of Group
I Upper Tier Regular Interest on such Distribution Date in excess of the
amount distributable on the Group I Corresponding Class of Certificates on
such Distribution Date shall be treated as having been paid to the
Supplemental Interest Account, all pursuant to, and as further provided in
Section 8.15. For federal income tax purposes, the Trustee will treat a
Group I LIBOR Certificateholder's right to receive payments from the
Excess Reserve Fund Account and Supplemental Interest Account subject to
the obligation to pay Class I-IO Shortfalls as payments made or received
pursuant to a notional principal contract between the Class I-CE
Certificateholders and each Class of Group I LIBOR Certificates.
(7) Interest will accrue on the Class II-1-A-2 Certificates for the first 12
Distribution Dates at a per annum rate equal to (i) 5.000% plus (ii)
one-month LIBOR, subject to a maximum rate of 7.500% and a minimum rate of
5.000% and after the 12th Distribution Date, a fixed per annum rate of
6.000%. The per annum pass-through rate on the Class II-1-A-2 Certificates
for the first Interest Accrual Period is expected to be approximately
7.500%.
(8) Interest will accrue on the Class II-1-A-3 Certificates for the first 12
Distribution Dates at a per annum rate equal to (i) 12.500% minus (ii)
one-month LIBOR multiplied by a multiplier of 5, subject to a maximum rate
of 12.500% and a minimum rate of 0.000% and after the 12th Distribution
Date, a fixed per annum rate of 7.500%. The per annum pass-through rate on
the Class II-1-A-3 Certificates for the first Interest Accrual Period is
expected to be approximately 0.000%.
(9) The Class II-1-PO and Class II-2-PO Certificates are principal-only
certificates and will not be entitled to distributions in respect of
interest.
(10) The Class II-1-IO Certificates will receive distributions in respect of
interest on the Class II-1-IO Notional Amount at a per annum rate equal to
(i) the weighted average of the net mortgage interest rates of the
Mortgage Loans in Subgroup II-1 with net mortgages interest rates greater
than 6.250% minus (ii) 6.250%. The per annum rate on the Class II-1-IO
Certificates for the first Interest Accrual Period is expected to be
approximately 0.4965%.
(11) The Class II-2-IO Certificates will receive distributions in respect of
interest on the Class II-2-IO Notional Amount at a per annum rate equal to
(i) the Weighted Average of the Net Mortgage Interest Rates of the
Mortgage Loans in the Subgroup II-2 with net mortgage interest rates
greater than 6.000% minus (ii) 6.000%. The per annum rate on the Class
II-2-IO Certificates for the first Interest Accrual Period is expected to
be approximately 0.4477%.
(12) Interest will accrue on the Class II-M-1, Class I-B-1, Class II-B-2, Class
II-B-3, Class II-B-4 and Class II-B-5 Certificates at a per annum rate
equal to the weighted average of 6.2500% for Subgroup II-1 and 6.0000% for
Subgroup II-2, weighted on the basis of the portion of the aggregate
principal balance of the Class II-M-1, Class I-B-1, Class II-B-2, Class
II-B-3, Class II-B-4 and Class II-B-5 Certificates attributable to each
such subgroup. The per annum pass-through rate on the Class II-M-1, Class
I-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5
Certificates for the first Interest Accrual Period will be approximately
6.2298%.
Any amounts remaining after distribution to the Group II Lower Tier
Interests as described above shall be distributed to the holders of the Class
II-AR Certificates in respect of the Class UT-II-AR Interest.
The minimum denomination for each Class of the Offered Certificates
(other than the Class II-AR Certificates) will be $25,000 initial Class
Certificate Balance, with integral multiples of $1 in excess thereof, except
that one Certificate in each Class may be issued in a different amount. The
minimum denomination for (a) the Class I-R Certificates will be a 100%
Percentage Interest in such Class, (b) the Class II-AR Certificates will be $100
initial Class Certificate Balance, (c) the Class I-CE Certificates will be a 1%
Percentage Interest in such Class and (d) each Class of Interest Only
Certificates will be a 1% Percentage Interest in such Class.
Set forth below are designations of Classes of Certificates to the categories
used herein:
Book-Entry Certificates All Classes of Certificates other than the
Physical Certificates.
Class I-A Certificates Class I-1-A, Class I-2-A-1 and Class I-2-A-2.
Class I-M Certificates Class I-M-1, Class I-M-2, Class I-M-3, Class
I-M-4, Class I-M-5, Class I-M-6, Class I-M-7
and Class I-M-8 Certificates.
Class II-A Certificates Class II-1-A-1, Class II-1-A-2, Class
II-1-A-3, Class II-1-A-4, Class II-1-A-5,
Class II-1-A-6, Class II-1-A-7, Class
II-1-A-8, Class II-1-A-9, Class II-1-A-10,
Class II-1-A-11, Class II-1-A-12, Class
II-1-A-13, Class II-1-A-14, Class II-1-A-15,
Class II-1-PO, Class II-1-IO, Class II-AR,
Class II-2-A-1, Class II-2-PO and Class
II-2-IO Certificates.
Class II-B Certificates Class II-B-1, Class II-B-2, Class II-B-3,
Class II-B-4 and Class II-B-5 Certificates.
Class PO Certificates Class II-1-PO and Class II-2-PO Certificates.
ERISA-Restricted Certificates The Class II-B-3, Class II-B-4, Class II-B-5
Certificates, the Physical Certificates and
any Certificate with a rating below the
lowest applicable permitted rating under the
Underwriters' Exemption.
Group I Certificates Class I-A, Class I-M, Class I-R and Class
I-CE Certificates.
Group I LIBOR Certificates Class I-A and Class I-M Certificates.
Group I Offered Certificates Class I-2-A-1, Class I-2-A-2, and Class I-M
Certificates.
Group I Principal Certificates The Group I LIBOR Certificates.
Group I Subordinated Certificates Class I-M Certificates.
Group II Certificates Class II-A, Class II-M-1 and Class II-B
Certificates.
Group II LIBOR Certificates Class II-1-A-2 and Class II-1-A-3
Certificates.
Group II Offered Certificates Class II-1, Class II-M, Class II-B-1 and
Class II-B-2 Certificates.
Group II Senior Certificates Class II-A Certificates.
Group II Subordinate Certificates Class II-M and Class II-B Certificates.
Interest Only Certificates Class II-1-A-9, Class II-1-A-14, Class
II-1-IO and Class II-2-IO Certificates.
LIBOR Certificates The Group I LIBOR Certificates and the Group
II LIBOR Certificates.
Offered Certificates The Group I Offered Certificates and the
Group II Offered Certificates.
Physical Certificates The Class I-R, Class I-CE and Class II-AR
Certificates.
Private Certificates The Class I-1-A, Class I-R, Class I-CE, Class
II-B-3, Class II-B-4 and Class II-B-5
Certificates.
Rating Agencies Xxxxx'x, DBRS and S&P.
Regular Certificates All Classes of Certificates other than the
Class I-R, Class I-CE and Class II-AR
Certificates.
Residual Certificates The Class I-R and Class II-AR Certificates.
Subgroup I-1 Certificates Class I-1-A Certificates.
Subgroup I-2 Certificates Class I-2-A-1, Class I-2-A-2 Certificates.
Subgroup II-1 Certificates Class II-1-A-1, Class II-1-A-2, Class
II-1-A-3, Class II-1-A-4, Class II-1-A-5,
Class II-1-A-6, Class II-1-A-7, Class
II-1-A-8, Class II-1-A-9, Class II-1-A-10,
Class II-1-A-11, Class II-1-A-12, Class
II-1-A-13, Class II-1-A-14, Class II-1-A-15,
Class II-1-PO and Class II-1-IO Certificates.
Subgroup II-2 Certificates Class II-AR, Class II-2-A-1, Class II-2-PO
and Class II-2-IO Certificates.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Capitalized terms used herein but not
defined herein shall have the meanings given them in the related Servicing
Agreement or related Sale Agreement, as applicable. Whenever used in this
Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
Account: Any of the Distribution Account, the Collection Account or
the Supplemental Interest Account. Each Account shall be an Eligible Account.
Additional Disclosure Notification: As defined in Section 8.14(b).
Additional Form 10-D Disclosure: As defined in Section 8.14(b).
Additional Form 10-K Disclosure: As defined in Section 8.14(c).
Adjusted Net Mortgage Interest Rate: As to each Group I Mortgage
Loan and at any time, the per annum rate equal to the Mortgage Interest Rate
less the applicable Expense Fee Rate.
Adjustment Amount: For the Special Hazard Loss Coverage Amount and,
with respect to each anniversary of April 1, 2007, the amount, if any, by which
such Special Hazard Loss Coverage Amount (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (x) the
product of 1% and the outstanding principal balance of the Group II Mortgage
Loans on the Distribution Date immediately preceding such anniversary, (y) the
outstanding principal balance of the Group II Mortgage Loans secured by
Mortgaged Properties in the highest California zip code concentration on the
Distribution Date immediately preceding such anniversary, and (z) twice the
outstanding principal balance of the Group II Mortgage Loans that has the
largest outstanding principal balance on the Distribution Date immediately
preceding such anniversary.
Advance: Any Monthly Advance or Servicing Advance.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Aggregate Subordinate Percentage: With respect to the Group II
Subordinate Certificates and any Distribution Date, the sum of the Class
Certificate Balances of the Group II Subordinate Certificates immediately prior
to such Distribution Date divided by the aggregate of the Stated Principal
Balances of the Group II Mortgage Loans (net of the PO Percentage of the Stated
Principal Balance of each Discount Loan)
Agreement: This Trust Agreement and all amendments or supplements
hereto.
Allocable Share: With respect to any Distribution Date and any Class
of Group II Subordinate Certificates, the portion of the Group II Subordinate
Optimal Principal Amount allocable to such Class, equal to the product of the
Group II Subordinate Optimal Principal Amount for each Subgroup of Group II in
the aggregate on such Distribution Date and a fraction, the numerator of which
is the related Class Certificate Balance of that Class and the denominator of
which is the aggregate of the Class Certificate Balances of the Group II
Subordinate Certificates; provided, that no Class of Group II Subordinate
Certificates will be entitled on any Distribution Date to receive distributions
pursuant to clauses (5), (6), and (7) of the definition of Group II Subordinate
Optimal Principal Amount with respect to any Subgroup of Group II unless the
Class Prepayment Distribution Trigger for that class is satisfied for that
Distribution Date; if the Class Prepayment Distribution Trigger is not satisfied
for an outstanding class of Group II Subordinate Certificates, those amounts
will be distributable to the remaining Classes of Group II Subordinate
Certificates for which the Class Prepayment Distribution Trigger is satisfied,
pro rata, according to Class Certificate Balance.
Amount Available for Subgroup II-1 Principal: As to any Distribution
Date, Group II Available Funds for such Distribution Date reduced by the
aggregate amount distributable on such Distribution Date in respect of interest
on the Subgroup II-1 Certificates pursuant to Section 4.02(b) priority first
sub-clause (i).
Amount Available for Subgroup II-2 Principal: As to any Distribution
Date, Group II Available Funds for such Distribution Date reduced by the
aggregate amount distributable on such Distribution Date in respect of interest
on the Subgroup II-2 Certificates pursuant to Section 4.02(b) priority first
sub-clause (ii).
Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the Depositor.
Apportioned Subordinate Principal Distribution Amount: With respect
to the Group II Subordinate Certificates and any Distribution Date, the product
of (i) the aggregate Group II Subordinate Principal Distribution Amount net of
amounts applied from the Group II Subordinate Principal Distribution Amount to
pay the Group II PO Deferred Amounts and (ii) a fraction the numerator of which
is equal to the Group II Subordinate Optimal Principal Amount for the Subgroup
of Group II whose Group II Senior Certificates have been reduced to zero, and
the denominator of which is equal to the aggregate of the Group II Subordinate
Optimal Principal Amount with respect to each Subgroup of Group II.
Applied Realized Loss Amount: With respect to any Group I
Certificate, a Group I Applied Realized Loss Amount.
Assignment Agreements: The Countrywide Assignment Agreement and the
Xxxxx Fargo Assignment Agreement.
Assignment of Mortgage: An executed assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form (other than the
assignee's name and recording information not yet returned from the recording
office), reflecting the sale of the Mortgage to the Trustee.
Bankruptcy Coverage Termination Date: The point in time at which the
Bankruptcy Loss Coverage Amount is reduced to zero.
Bankruptcy Loss Coverage Amount: With respect to any Distribution
Date, an amount equal to approximately $150,000, minus the aggregate amount of
previous Deficient Valuations and Debt Service Reductions. As of any
Distribution Date on or after the Cross-Over Date, the Bankruptcy Loss Coverage
Amount will be zero. The Bankruptcy Loss Coverage Amount may be reduced or
modified upon written confirmation from the Rating Agencies that the reduction
or modification will not adversely affect the then current ratings of the Group
II Senior Certificates by the Rating Agencies.
Basic Principal Distribution Amount: With respect to Group I and any
Distribution Date, the excess of (i) the aggregate Group I Principal Remittance
Amount for that Distribution Date over (ii) the Excess Subordinated Amount, if
any, for that Distribution Date.
Basis Risk Carry Forward Amount: With respect to each Class of Group
I LIBOR Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for any Class of Group I LIBOR
Certificates is based upon the Subgroup I-1 Loan Group Cap, the Subgroup I-2
Loan Group Cap or the Group I Pool Cap, as applicable, the excess, if any, of
(i) the Group I Accrued Certificate Interest Distribution Amount such Class of
Certificates would otherwise be entitled to receive on such Distribution Date
had such Pass-Through Rate not been subject to the Subgroup I-1 Loan Group Cap,
the Subgroup I-2 Loan Group Cap or the Group I Pool Cap, as applicable, over
(ii) the Group I Accrued Certificate Interest Distribution Amount payable on
such Class of Certificates on such Distribution Date giving effect to (a) with
respect to the Class I-1-A Certificates, the Subgroup I-1 Loan Group Cap, (b)
with respect to the Class I-2-A Certificates, the Subgroup I-2 Loan Group Cap,
and (c) with respect to each other Class of Group I LIBOR Certificates, the
Group I Pool Cap, and (B) the portion of any such excess described in clause (A)
for such Class of Certificates from all previous Distribution Dates not
previously paid, together with interest thereon at a rate equal to the
applicable Pass-Through Rate for such Class of Certificates for such
Distribution Date, without giving effect to the Subgroup I-1 Loan Group Cap, the
Subgroup I-2 Loan Group Cap or the Group I Pool Cap, as applicable.
Basis Risk Payment: For any Distribution Date, an amount equal to
the lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class I-CE Distributable Amount (prior to any
reduction for (x) amounts paid from the Excess Reserve Fund Account to pay any
Basis Risk Carry Forward Amount or (y) any Defaulted Swap Termination Payment).
Book-Entry Certificates: As specified in the Preliminary Statement.
Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions, in (a) the States of New
York or California, (b) the State in which each Servicer's servicing operations
are located or (c) any State in which the Trustee's Corporate Trust Office is
located, are authorized or obligated by law or executive order to be closed.
Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.
Certificate Group: The Group I Certificates or Group II
Certificates, as applicable.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.
Certificate Register: The register maintained pursuant to Section
5.02.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent pursuant to this Agreement, any Certificate registered in
the name of the Depositor or any Affiliate of the Depositor shall be deemed not
to be Outstanding and the Percentage Interest evidenced thereby shall not be
taken into account in determining whether the requisite amount of Percentage
Interests necessary to effect such consent has been obtained; provided, however,
that if any such Person (including the Depositor) owns 100% of the Percentage
Interests evidenced by a Class of Certificates, such Certificates shall be
deemed to be Outstanding for purposes of any provision hereof that requires the
consent of the Holders of Certificates of a particular Class as a condition to
the taking of any action hereunder. The Trustee is entitled to rely conclusively
on a certification of the Depositor or any Affiliate of the Depositor in
determining which Certificates are registered in the name of an Affiliate of the
Depositor.
Class: All Certificates bearing the same class designation as set
forth in this Agreement.
Class Certificate Balance: With respect to any Class of Certificates
(other than Class I-CE and Class I-R and any Class of Interest Only
Certificates), at any date, the maximum dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal to the
Denomination thereof (i) minus all distributions of principal previously made
with respect thereto minus (ii) the principal portion of all Realized Loss or
Applied Realized Loss Amounts, as applicable, allocated to such Class of
Certificates on previous Distribution Dates and, (iii) in the case of a class of
Group II Subordinate Certificates, minus the portion, if any, of any Group II
Subordinate Certificate Writedown Amount allocated to that Class for previous
Distribution Dates; provided, however, that the Class Certificate Balance of the
Class II-1-A-4 Certificates shall be increased by the amount of the Class
II-1-A-4 Accrual Amount distributed on previous Distribution Dates, the Class
Certificate Balance of the Class II-1-A-6 Certificates shall be increased by the
amount of the Class II-1-A-6 Accrual Amount distributed on previous Distribution
Dates, and the Class Certificate Balance of the Class II-1-A-15 Certificates
shall be increased by the amount of the Class II-1-A-15 Accrual Amount
distributed on previous Distribution Dates, provided, further, that immediately
following the Distribution Date on which a Subsequent Recovery for the related
Loan Group is distributed, the Class Certificate Balances of any Class or
Classes of Certificates that have been previously reduced by Realized Losses or
Applied Realized Loss Amounts, as applicable, shall be increased, in order of
seniority, by the amount of the Subsequent Recovery for such Loan Group
distributed on such Distribution Date (up to the amount of Realized Losses or
Applied Realized Loss Amounts, as applicable, allocated to such Class or Classes
of Certificates). The Class I-CE and Class I-R Certificates and each Class of
Interest Only Certificates have no Class Certificate Balance.
Class I-2-A Certificates: The Class I-2-A-1 and Class I-2-A-2
Certificates.
Class I-A Certificates: As specified in the Preliminary Statement.
Class I-A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction, determined as
follows: (A) with respect to the Class I-1-A Certificates, a fraction, the
numerator of which is (x) the portion of the Group I Principal Remittance Amount
for such Distribution Date that is attributable to the principal received or
advanced on the Subgroup I-1 Mortgage Loans and the denominator of which is (y)
the Group I Principal Remittance Amount for such Distribution Date; and (B) with
respect to the Class I-2-A Certificates, a fraction, the numerator of which is
(x) the portion of the Group I Principal Remittance Amount for such Distribution
Date that is attributable to the principal received or advanced on the Subgroup
I-2 Mortgage Loans and the denominator of which is (y) the Group I Principal
Remittance Amount for such Distribution Date.
Class I-A Principal Distribution Amount: With respect to any
Distribution Date is the excess of (a) the aggregate Class Certificate Balance
of the Class I-A Certificates immediately prior to such Distribution Date over
(b) the lesser of (x) 88.40% of the aggregate Stated Principal Balance of the
Group I Mortgage Loans for such Distribution Date and (y) the excess, if any, of
the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date over the Overcollateralization Floor.
Class I-CE Certificates: All Certificates bearing the Class
designation of "Class I-CE."
Class I-CE Distributable Amount: On any Distribution Date, the sum
of (i) as a distribution in respect of interest, the amount of interest that has
accrued on the Class I-CE Interest (as set forth in the Preliminary Statement)
and not applied as an Extra Principal Distribution Amount on such Distribution
Date, plus any such accrued interest remaining undistributed from prior
Distribution Dates, plus (without duplication), (ii) as a distribution in
respect of principal, any portion of the principal balance of the Class I-CE
Interest that is distributable as a Subordination Reduction Amount, minus (iii)
any Defaulted Swap Termination Payment payable from Group I Available Funds to
the Group I Swap Provider and any amounts paid from the Excess Reserve Fund
Account to pay Basis Risk Carry Forward Amounts.
Class I-CE Interest: The Group I Upper Tier REMIC Regular Interest
represented by the Class I-CE Certificates as specified and described in the
Preliminary Statement and the related footnote thereto.
Class I-IO Interest: As specified in the Preliminary Statement.
Class I-IO Shortfalls: As defined in Section 8.15. For the avoidance
of doubt, the Class I-IO Shortfall for any Distribution Date shall equal the
amount payable to the Class I-CE Certificates in respect of amounts due to the
Group I Swap Provider on such Distribution Date (other than Defaulted Swap
Termination Payments) in excess of the amount payable on the Class I-CE Interest
(prior to reduction for any Basis Risk Payments or Defaulted Swap Termination
Payments) or Class I-IO Interest on such Distribution Date, all as further
provided in Section 8.15.
Class I-LT-R Interest: The sole Class of "residual interest" in the
Group I Lower Tier REMIC evidenced by the Class I-R Certificates.
Class I-M Certificates: As specified in the Preliminary Statement.
Class I-M-1 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for such
Distribution Date) and (b) the Class Certificate Balance of the Class I-M-1
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(a) 91.10% of the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date and (b) the excess, if any, of the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.
Class I-M-2 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for such
Distribution Date), (b) the Class Certificate Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount for such Distribution Date) and (c) the Class
Certificate Balance of the Class I-M-2 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (a) 92.80% of the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and
(b) the excess, if any, of the aggregate Stated Principal Balance of the Group I
Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class I-M-3 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for such
Distribution Date), (b) the Class Certificate Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount for such Distribution Date), (c) the Class
Certificate Balance of the Class I-M-2 Certificates (after taking into account
the distribution of the Class I-M-2 Principal Distribution Amount for such
Distribution Date) and (d) the Class Certificate Balance of the Class I-M-3
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(a) 93.80% of the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date and (b) the excess, if any, of the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.
Class I-M-4 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for such
Distribution Date), (b) the Class Certificate Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount for such Distribution Date), (c) the Class
Certificate Balance of the Class I-M-2 Certificates (after taking into account
the distribution of the Class I-M-2 Principal Distribution Amount for such
Distribution Date), (d) the Class Certificate Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount for such Distribution Date) and (e) the Class
Certificate Balance of the Class I-M-4 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (a) 94.80% of the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and
(b) the excess, if any, of the aggregate Stated Principal Balance of the Group I
Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class I-M-5 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for such
Distribution Date), (b) the Class Certificate Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount for such Distribution Date), (c) the Class
Certificate Balance of the Class I-M-2 Certificates (after taking into account
the distribution of the Class I-M-2 Principal Distribution Amount for such
Distribution Date), (d) the Class Certificate Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount for such Distribution Date), (e) the Class
Certificate Balance of the Class I-M-4 Certificates (after taking into account
the distribution of the Class I-M-4 Principal Distribution Amount for such
Distribution Date) and (f) the Class Certificate Balance of the Class I-M-5
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(a) 95.80% of the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date and (b) the excess, if any, of the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.
Class I-M-6 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for such
Distribution Date), (b) the Class Certificate Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount for such Distribution Date), (c) the Class
Certificate Balance of the Class I-M-2 Certificates (after taking into account
the distribution of the Class I-M-2 Principal Distribution Amount for such
Distribution Date), (d) the Class Certificate Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount for such Distribution Date), (e) the Class
Certificate Balance of the Class I-M-4 Certificates (after taking into account
the distribution of the Class I-M-4 Principal Distribution Amount for such
Distribution Date), (f) the Class Certificate Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount for such Distribution Date) and (g) the Class
Certificate Balance of the Class I-M-6 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (a) 96.80% of the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and
(b) the excess, if any, of the aggregate Stated Principal Balance of the Group I
Mortgage Loans for such Distribution Date over the Overcollateralization Floor.
Class I-M-7 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for such
Distribution Date), (b) the Class Certificate Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount for such Distribution Date), (c) the Class
Certificate Balance of the Class I-M-2 Certificates (after taking into account
the distribution of the Class I-M-2 Principal Distribution Amount for such
Distribution Date), (d) the Class Certificate Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount for such Distribution Date), (e) the Class
Certificate Balance of the Class I-M-4 Certificates (after taking into account
the distribution of the Class I-M-4 Principal Distribution Amount for such
Distribution Date), (f) the Class Certificate Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount for such Distribution Date), (g) the Class
Certificate Balance of the Class I-M-6 Certificates (after taking into account
the distribution of the Class I-M-6 Principal Distribution Amount for such
Distribution Date) and (h) the Class Certificate Balance of the Class I-M-7
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(a) 97.70% of the aggregate Stated Principal Balance of the Group I Mortgage
Loans for such Distribution Date and (b) the excess, if any, of the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.
Class I-M-8 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (a) the aggregate Class
Certificate Balances of the Class I-A Certificates (after taking into account
the distribution of the Class I-A Principal Distribution Amount for that
Distribution Date), (b) the Class Certificate Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount for that Distribution Date), (c) the Class
Certificate Balance of the Class I-M-2 Certificates (after taking into account
the distribution of the Class I-M-2 Principal Distribution Amount for that
Distribution Date), (d) the Class Certificate Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount for that Distribution Date), (e) the Class
Certificate Balance of the Class I-M-4 Certificates (after taking into account
the distribution of the Class I-M-4 Principal Distribution Amount for that
Distribution Date), (f) the Class Certificate Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount for that Distribution Date), (g) the Class
Certificate Balance of the Class I-M-6 Certificates (after taking into account
the distribution of the Class I-M-6 Principal Distribution Amount for that
Distribution Date) (h) the Class Certificate Balance of the Class I-M-7
Certificates (after taking into account the distribution of the Class I-M-7
Principal Distribution Amount for that Distribution Date) and (i) the Class
Certificate Balance of the Class I-M-8 Certificates immediately prior to that
Distribution Date over (ii) the lesser of (a) 98.70% of the aggregate Stated
Principal Balance of the Group I Mortgage Loans for that Distribution Date and
(b) the excess, if any, of the aggregate Stated Principal Balance of the Group I
Mortgage Loans for that Distribution Date over the Overcollateralization Floor.
Class I-R Certificates: All Certificates bearing the Class
designation of "Class I-R."
Class I-UT-R Interest: The sole Class of "residual interest" in the
Group I Upper Tier REMIC evidenced by the Class I-R Certificates.
Class II-1-A-4 Accretion Termination Date: The earlier to occur of:
(1) the Distribution Date following the Distribution Date on which the aggregate
Class Certificate Balance of the Class II-1-A-2 and Class II-1-A-3 Certificates
is reduced to zero; and (2) the Distribution Date following the Cross-Over Date.
Class II-1-A-4 Accrual Amount: For any Distribution Date prior to
Class II-1-A-4 Accretion Termination Date, the amount of interest that would
otherwise have been distributable as Group II Accrued Certificate Interest to
the Class II-1-A-4 Certificates if such amount had not been added to the Class
Certificate Balance of the Class II-1-A-4 Certificates.
Class II-1-A-6 Accretion Termination Date: The earlier to occur of:
(1) the Distribution Date following the Distribution Date on which the aggregate
Class Certificate Balance of the Class II-1-A-5 Certificates is reduced to zero;
and (2) the Distribution Date following the Cross-Over Date.
Class II-1-A-6 Accrual Amount: For any Distribution Date prior to
Class II-1-A-6 Accretion Termination Date, the amount of interest that would
otherwise have been distributable as Group II Accrued Certificate Interest to
the Class II-1-A-6 Certificates if such amount had not been added to the Class
Certificate Balance of the Class II-1-A-6 Certificates.
Class II-1-A-15 Accretion Termination Date: The earlier to occur of:
(1) the Distribution Date following the Distribution Date on which the aggregate
Class Certificate Balance of the Class II-1-A-8 Certificates are reduced to
zero; and (2) the Distribution Date following the Cross-Over Date.
Class II-1-A-15 Accrual Amount: For any Distribution Date prior to
Class II-1-A-15 Accretion Termination Date, the amount of interest that would
otherwise have been distributable as Group II Accrued Certificate Interest to
the Class II-1-A-15 Certificates if such amount had not been added to the Class
Certificate Balance of the Class II-1-A-15 Certificates.
Class II-A Certificates: As specified in the Preliminary Statement.
Class II-AR Certificates: All Certificates bearing the Class
designation of "Class II-AR."
Class II-IO Interest: As specified in the Preliminary Statement.
Class LT-II-AR Interest: The sole class of "residual interest" in
the Group II Lower Tier REMIC.
Class PO Certificates: As specified in the Preliminary Statement.
Class PO Deferred Payment Writedown Amount: With respect to any
Distribution Date, the amount, if any, distributed on that Distribution Date in
respect of any Group II PO Deferred Amounts pursuant to priority third of the
first paragraph under Section 4.01(b).
Class Prepayment Distribution Trigger: With respect to a Class of
Group II Subordinate Certificates and any Distribution Date, is satisfied if
either (i) the Fractional Interest for such Class for such date equals or
exceeds the Fractional Interest for such Class calculated as of the date of
issuance of the Certificates, or (ii) that Class of Group II Subordinate
Certificates is the only Class of Group II Subordinate Certificates then
Outstanding.
Class PTI-A-R Interest: The sole Class of "residual interest" in the
Group I Pooling Tier REMIC-A as described in the Preliminary Statement and the
related footnote thereto.
Class PTI-B-R Interest: The sole Class of "residual interest" in the
Group I Pooling Tier REMIC-B as described in the Preliminary Statement and the
related footnote thereto.
Class PT-II-AR Interest: The sole class of "residual interest" in
the Group II Pooling Tier REMIC.
Class UT-II-AR Interest: The sole class of "residual interest" in
the Group II Upper Tier REMIC.
Closing Date: March 29, 2007.
Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection Account: The "Custodial Account" as defined in each
Servicing Agreement.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest: For any Distribution Date and Loan Group, the
lesser of (a) the Prepayment Interest Shortfall for such Loan Group, if any, for
such Distribution Date, with respect to voluntary Principal Prepayments for such
Loan Group by the Mortgagor, and (b) in the case of Loan Group I and Countrywide
Servicing only, one half of the lesser of (1) the Servicing Fee payable to
Countrywide Servicing for such Distribution Date and (2) the Servicing Fee
actually received by Countrywide Servicing for such Distribution Date.
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate trust business
with respect to this Agreement is administered, which office at the date of the
execution of this Agreement is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx,
Xxxxxxxxxx 00000-0000, Attn: Trust Administration-BC0702, facsimile no. (714)
247-6478, and which is the address to which notices to and correspondence with
the Trustee should be directed.
Countrywide Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of the Closing Date, among Countrywide Home
Loans Servicing LP, Countrywide Home Loans Inc., the Trustee, the Sponsors and
the Depositor, relating to the Group I Mortgage Loans, a copy of which is
attached hereto as Exhibit N-2.
Countrywide Home Loans: Countrywide Home Loans, Inc., a New York
corporation, and its successors in interest.
Countrywide Amendment Reg AB: The Countrywide Amendment Reg AB,
dated as of August 30, 2006, to the Countrywide Sale Agreement and the
Countrywide Servicing Agreement, between Barclays Bank PLC and Countrywide Home
Loans, a copy of which is attached hereto as Exhibit U.
Countrywide Sale Agreement: The Master Mortgage Loan Purchase
Agreement, dated August 30, 2006, between Barclays Bank PLC and Countrywide Home
Loans, as amended by the Countrywide Amendment Reg AB, a copy of which is
attached hereto as Exhibit L-2.
Countrywide Servicing: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors in interest.
Countrywide Servicing Agreement: The Servicing Agreement, dated
August 30, 2006, between Barclays Bank PLC and Countrywide Servicing, as amended
by the Countrywide Amendment Reg AB, a copy of which is attached hereto as
Exhibit M.
Cross-Over Date: The Distribution Date on which the Class
Certificate Balances of the Group II Subordinate Certificates have been reduced
to zero.
Cumulative Loss Percentages: With respect to any Distribution Date
and Loan Group I, the percentage equivalent of a fraction, the numerator of
which is the aggregate amount of Realized Losses for Loan Group I incurred from
the Cut-off Date to the last day of the calendar month preceding the month in
which such Distribution Date occurs and the denominator of which is the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date.
Cumulative Loss Trigger Event: If, with respect to any Distribution
Date, the circumstances in which the aggregate amount of Realized Losses for
Loan Group I incurred since the Cut-off Date through the last day of the related
Due Period divided by the aggregate Stated Principal Balance of the Group I
Mortgage Loans as of the Cut-off Date exceeds the applicable percentages
described below with respect to such Distribution Date:
Distribution Date Occurring In Cumulative Loss Percentage
------------------------------ ---------------------------------------------
April 2009 through March 0.20% for the first month, plus an additional
2010 1/12th of
0.30% for each month thereafter
April 2010 through March 0.50% for the first month, plus an additional
2011 1/12th of
0.40% for each month thereafter
April 2011 through March 0.90% for the first month, plus an additional
2012 1/12th of
0.35% for each month thereafter
April 2012 through March 1.25% for the first month, plus an additional
2013 1/12th of
0.25% for each month thereafter
April 2013 and thereafter 1.50% with respect to April 2013
Custodial File: With respect to each Mortgage Loan, all Mortgage
Loan Documents which are delivered to the Custodian or which at any time comes
into the possession of the Custodian.
Custodian: Xxxxx Fargo Bank, National Association, a national
banking association, and its successors in interest and, if any successor
custodian is appointed hereunder, such successor.
Custodian Fee: With respect to any Distribution Date (commencing
with the April 2007 Distribution Date), the amount charged by the Custodian to
the Trustee for custodial services with respect to the Mortgage Loans performed
by the Custodian during the preceding calendar month (commencing with the month
of April 2007), based on a custodial fee schedule furnished by the Custodian to
the Trustee.
Cut-off Date: March 1, 2007.
Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date (after
giving effect to payments of principal due on that date, whether or not
received).
DBRS: DBRS, Inc. and its successors, and if such company shall for
any reason no longer perform the functions of a securities rating agency, "DBRS"
shall be deemed to refer to any other "nationally recognized statistical rating
organization" as set forth on the most current list of such organizations
released by the Commission. For purposes of Section 10.05(b) the address for
notices to DBRS shall be DBRS, Inc., 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, or such other address as DBRS may hereafter furnish to the Depositor, the
Custodian and the Trustee.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which
became final and non-appealable, except such a reduction resulting from a
Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.
Defaulted Swap Termination Payment: Any Swap Termination Payment
required to be paid by the Trust out of the Group I Available Funds to the Group
I Swap Provider pursuant to the Group I Interest Rate Swap Agreement as a result
of an "Event of Default" (as defined in the Group I Interest Rate Swap
Agreement) with respect to which the Group I Swap Provider is the defaulting
party or a Termination Event (as defined in the Group I Interest Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon
Merger (each as defined in the Group I Interest Rate Swap Agreement )) with
respect to which the Group I Swap Provider is the sole Affected Party (as
defined in the Group I Interest Rate Swap Agreement).
Deficient Valuation: With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the United States
Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).
Deleted Mortgage Loan: A Mortgage Loan which is purchased or
repurchased by the applicable Original Loan Seller, the Purchasers or the
Depositor in accordance with the terms of the applicable Sale Agreement, the
applicable Assignment Agreement, the Representation Letter or this Agreement, as
applicable, or which is, in the case of a substitution pursuant to the
applicable Sale Agreement or the applicable Assignment Agreement, replaced or to
be replaced with a substitute mortgage loan.
Delinquency Trigger Event: With respect to any Distribution Date,
the circumstances in which the quotient (expressed as a percentage) of (x) the
rolling three month average of the aggregate unpaid principal balance of 60+ Day
Delinquent Mortgage Loans with respect to the Group I Mortgage Loans only,
divided by (y) the aggregate unpaid principal balance of the Group I Mortgage
Loans, as of the last day of the related Due Period, equals or exceeds 40.00% of
the prior period's Senior Enhancement Percentage.
Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Class Certificate Balance of this
Certificate" or the Percentage Interest appearing on the face thereof.
Depositor: BCAP LLC, a Delaware limited liability company, and its
successors in interest.
Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as 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 Institution: Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "P-1" by Moody's, "R-1 (high)" by DBRS and "A-1" by Standard & Poor's.
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 each Servicer Remittance Date,
the Business Day immediately preceding such Servicer Remittance Date.
Discount Loans: Any of the Subgroup II-1 Discount Loans or Subgroup
II-2 Discount Loans, as applicable.
Disqualified Non-U.S. Person: With respect to a Residual
Certificate, (i) any Non-U.S. Person or agent thereof other than a Non-U.S.
Person that holds the Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective IRS Form W-8ECI, or (ii) any domestic entity
classified as a partnership under the Code if any of its direct or indirect
partners (other than through a U.S. corporation) are (or are permitted to be
under the applicable partnership agreement) Disqualified Non-U.S. Persons,
unless such Person described in (i) or (ii) above has delivered to both the
transferor and the Trustee an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Residual Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Residual Certificate will not be disregarded for
federal income tax purposes.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.01(b) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company in trust for registered holders of BCAP LLC Trust 2007-AA2
Mortgage Pass-Through Certificates, Series 2007-AA2." Funds in the Distribution
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.
Distribution Date: The 25th day of each month or, if such day is not
a Business Day, the immediately succeeding Business Day, commencing in April
2007.
Document Certification and Exception Report: The report attached to
Exhibit F hereto.
Due Date: The day of the month on which the Scheduled Payment is due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the calendar month preceding the month in which
that Distribution Date occurs and ending on the first day of the calendar month
in which that Distribution Date occurs.
Eligible Account: Either (i) an account maintained with a federal or
state-chartered depository institution or trust company that complies with the
definition of Eligible Institution, (ii) an account maintained with the
corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity or (iii) any other account acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee.
Each Eligible Account shall be a separate account.
Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt obligations,
or other short-term deposits of which are rated at least "A-1+" by Standard &
Poor's if the amounts on deposit are to be held in the account for no more than
365 days (or at least "A-2" by Standard & Poor's if the amounts on deposit are
to be held in the account for no more than 30 days), or the long-term unsecured
debt obligations of which are rated at least "AA-" by Standard & Poor's if the
amounts on deposit are to be held in the account for no more than 365 days, and
the commercial paper, short-term debt obligations, or other short-term deposits
of which are rated at least "P-1" by Moody's or "R-1" by DBRS (or a comparable
rating if another Rating Agency is specified by the Depositor by written notice
to the Trustee) (in each case to the extent they are designated as Rating
Agencies in the Preliminary Statement).
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any
successor thereto), or any substantially similar administrative exemption
granted by the U.S. Department of Labor.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Event of Default: With respect to each Servicer, as defined in the
related Servicing Agreement.
Excess Losses: With respect to Group II, Special Hazard Losses in
excess of the related Special Hazard Loss Coverage Amount, Bankruptcy Losses in
excess of the related Bankruptcy Loss Coverage Amount and Fraud Loss in excess
of the related Fraud Loss Coverage Amount.
Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.01(a) in the name of the
Trustee for the benefit of the Group I Regular Certificateholders and designated
"Deutsche Bank National Trust Company in trust for registered holders of BCAP
LLC Trust 2007-AA2, Mortgage Pass-Through Certificates, Series 2007-AA2." Funds
in the Excess Reserve Fund Account shall be held in trust for the Group I
Regular Certificateholders for the uses and purposes set forth in this
Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not be
invested.
Excess Subordinated Amount: With respect to any Distribution Date
and Group I, the excess, if any, of (a) the Subordinated Amount for such
Distribution Date over (b) the Specified Subordinated Amount for such
Distribution Date.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal
to the sum of the Servicing Fee Rate and, with respect to the Group I Mortgage
Loans and if applicable, any lender paid mortgage insurance premium rate.
Expense Fees: As to each Mortgage Loan, the fees calculated by
reference to the Expense Fee Rate.
Extra Principal Distribution Amount: As of any Distribution Date,
the lesser of (x) the Total Monthly Excess Spread for such Distribution Date and
(y) the Subordination Deficiency for such Distribution Date.
Xxxxxx Mae: The Federal National Mortgage Association, and its
successors in interest.
Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Group I Certificates is the Distribution Date occurring
in May 2047, the Final Scheduled Distribution Date for each Class of Subgroup
II-1 Certificates is the Distribution Date occurring in April 2037 and the Final
Scheduled Distribution Date for each Class of Subgroup II-2 is the Distribution
Date occurring in March 2022.
Force Majeure Event: As described in Section 8.18(1).
Form 8-K Disclosure Information: As defined in Section 8.14(g).
Fractional Interest: With respect to any Distribution Date and each
Class of Group II Subordinate Certificates, a fraction (expressed as a
percentage), the numerator of which is the aggregate Class Certificate Balance
of such Class and each Class of Group II Subordinate Certificates subordinate to
such Class, if any, and the denominator of which is the aggregate Stated
Principal Balance of the Group II Mortgage Loans.
Fraud Loan: A Liquidated Loan as to which a Fraud Loss has occurred.
Fraud Loss: With respect to Group II, any Realized Losses for Group
II incurred by reason of a default arising from fraud, dishonesty or
misrepresentation in the origination of the related Group II Mortgage Loan.
Fraud Loss Coverage Amount: With respect to Group II and any
Distribution Date, the amount set forth in the following table for the indicated
period:
Period Fraud Loss Coverage Amount
--------------------------------- ----------------------------------------------
Closing Date through March 2008 3.00% of the aggregate Group II Cut-Off Date
Pool Balance minus the aggregate amount of
Fraud Loss that would have been allocated to
the Group II Subordinate Certificates in the
absence of the Loss Allocation Limitation
since the Cut-Off Date
April 2008 through March 2009 2.00% of the aggregate Group II Cut-off Date
Pool Balance minus the aggregate amount of
Fraud Loss that would have been allocated to
the Group II Subordinate Certificates in the
absence of the Loss Allocation Limitation
since the Cut-Off Date
April 2009 through March 2012 1.00% of the aggregate Group II Cut-Off Date
Pool Balance minus the aggregate amount of
Fraud Loss that would have been allocated to
the Group II Subordinate Certificates in the
absence of the Loss Allocation Limitation
since the Cut-Off Date
After the earlier to occur of $0
April 2012 and the Cross-Over
Date
Fraud Loss Coverage Termination Date: The point in time at which the
Fraud Loss Coverage Amount is reduced to zero.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, and its successors in interest.
Gross Margin: The fixed percentage amount set forth in the related
Mortgage Note to be added to the applicable Index to determine the Mortgage
Rate.
Group: With respect to the Certificates, the related Certificate
Group and with respect to the Mortgage Loans, the related Loan Group.
Group I: With respect to Certificates, the Group I Certificates and
with respect to Mortgage Loans, the Group I Mortgage Loans.
Group I Accrued Certificate Interest Distribution Amount: With
respect to any Distribution Date for each Class of Group I LIBOR Certificates,
the amount of interest accrued during the related Interest Accrual Period at the
applicable Pass-Through Rate on the related Class Certificate Balance
immediately prior to such Distribution Date, as reduced by such Class' share of
Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution Date allocated to such Class pursuant to Section 4.01.
Group I Applied Realized Loss Amount: With respect to any
Distribution Date, the amount, if any, by which the aggregate Class Certificate
Balance of the Group I Principal Certificates after distributions of principal
on such Distribution Date exceeds the aggregate Stated Principal Balance of the
Group I Mortgage Loans for such Distribution Date.
Group I Available Funds: With respect to any Distribution Date and
the Group I Mortgage Loans, to the extent received by the Trustee (x) the sum of
(i) all scheduled installments of interest (net of the related Expense Fees) and
principal due on the Due Date on such Group I Mortgage Loans in the related Due
Period and received by the related Servicer on or prior to the related
Determination Date, together with any Monthly Advances in respect thereof; (ii)
all Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and
Subsequent Recoveries received by the related Servicer on the Group I Mortgage
Loans during the related Prepayment Period (in each case, net of unreimbursed
expenses incurred in connection with a liquidation or foreclosure and
unreimbursed Advances, if any); (iii) all partial or full prepayments on the
Group I Mortgage Loans received by the related Servicer during the related
Prepayment Period together with all Compensating Interest paid by the related
Servicer in connection therewith (excluding any Prepayment Premiums); (iv) all
Substitution Adjustment Amounts with respect to substitutions of Group I
Mortgage Loans that occur on or prior to the related Determination Date; (v) all
amounts received with respect to such Distribution Date as the Repurchase Price
in respect of a Group I Mortgage Loan repurchased on or prior to the related
Determination Date; and (vi) the proceeds received with respect to the
termination of the Loan Group I pursuant to clause (a) of Section 9.01; reduced
by (y) amounts in reimbursement for Advances previously made with respect to the
Group I Mortgage Loans and other amounts as to which the related Servicer, the
Depositor, the Custodian or the Trustee are entitled to be paid or reimbursed
pursuant to this Agreement.
Group I Certificates: As specified in the Preliminary Statement.
Group I Corresponding Actual Crossover Distribution Date: For each
Group I Pooling Tier REMIC-B IO Interest, the related Group I Corresponding
Scheduled Crossover Distribution Date, unless on such date two times the
aggregate Group I Pooling Tier REMIC-B IO Notional Balance of each other Group I
Pooling Tier REMIC-B IO Interest then outstanding is less than the scheduled
swap notional amount of the Interest Rate Swap Agreement applicable for such
Distribution Date, in which case the Group I Corresponding Actual Crossover
Distribution Date for such Group I Pooling Tier REMIC-B IO Interest shall be the
first Distribution Date thereafter on which two times the Group I Pooling Tier
REMIC-B IO Notional Balance of each other Group I Pooling Tier REMIC-B IO
Interest then outstanding is greater than or equal to the scheduled swap
notional amount of the Interest Rate Swap Agreement.
Group I Corresponding Class: The Class of interests in the Group I
Lower Tier REMIC or Group I Upper Tier REMIC created under this Agreement that
corresponds to the Class of interests in the other such Group I Trust REMIC, as
applicable, or to a Class of Certificates in the manner set out below:
Group I Corresponding Group I Corresponding
Lower Tier REMIC Upper Tier REMIC Group I Corresponding
Regular Interest Regular Interest Class of Certificates
------------------------ ---------------------- -----------------------
Class LT-I-1-A Class I-1-A Class I-1-A
Class LT-I-2-A-1 Class I-2-A-1 Class I-2-A-1
Class LT-I-2-A-2 Class X-0-X-0 Xxxxx X-0-X-0
Class LT-I-M-1 Class I-M-1 Class I-M-1
Class LT-I-M-2 Class I-M-2 Class I-M-2
Class LT-I-M-3 Class I-M-3 Class I-M-3
Class LT-I-M-4 Class I-M-4 Class I-M-4
Class LT-I-M-5 Class I-M-5 Class I-M-5
Class LT-I-M-6 Class I-M-6 Class I-M-6
Class LT-I-M-7 Class I-M-7 Class I-M-7
Class LT-I-M-8 Class I-M-8 Class I-M-8
Group I Corresponding Pooling Tier REMIC-1 Regular Interest: As
described in the Preliminary Statement.
Group I Corresponding Pooling Tier REMIC-2 IO Interest: As described
in the Preliminary Statement.
Group I Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the Preliminary Statement
corresponding to a Group I Pooling Tier REMIC-B IO Interest.
Group I Cut-off Date Pool Principal Balance: The aggregate Stated
Principal Balances of all Group I Mortgage Loans as of the Cut-off Date.
Group I Interest Rate Swap Agreement: The Group I Interest Rate Swap
Agreement, dated as of March 29, 2007, between the Group I Swap Provider and the
Trustee, a copy of which is attached hereto as Exhibit O.
Group I Lower Tier Regular Interest: Each of the Class LT-I-1-A,
Class LT-I-2-A-1, Class LT-I-2-A-2, Class LT-I-M-1, Class LT-I-M-2, Class
LT-I-M-3, Class LT-I-M-4, Class LT-I-M-5, Class LT-I-M-6, Class LT-I-M-7, Class
LT-I-M-8, Class LT-I-IO, Class LT-I-Accrual Interests, Class LT-Subgroup I-1,
Class LT-Subgroup I-1(SUB), Class LT-Subgroup I-2, Class LT-Subgroup I-2(SUB)
Interests and Class LT-I-XX as described in the Preliminary Statement.
Group I Lower Tier REMIC: As described in the Preliminary Statement.
Group I Lower Tier REMIC Interest Rate: As described in the
Preliminary Statement.
Group I Lower Tier REMIC Principal Amount: The principal balance of
each Group I Lower Tier Regular Interest, determined as set forth in the
Preliminary Statement. The Group I Lower Tier REMIC Principal Amount shall be
computed to at least eight (8) decimal places.
Group I Lower Tier REMIC Net WAC Rate: A per annum variable rate
equal to the weighted average of the Group I Pooling Tier REMIC-B Interest Rates
of the Group I Pooling Tier REMIC-B Regular Interests (other than the Group I
Pooling Tier REMIC-B IO Interests).
Group I Lower Tier REMIC Subordinated Balance Ratio: The ratio
between the Group I Lower Tier REMIC Principal Amounts of the Class LT-I
Subgroup I-1 (SUB) Interest and Class LT-I Subgroup I-2 (SUB) Interest, equal to
the ratio between the Subordinated Amount of the Subgroup I-1 Mortgage Loans and
the Subordinated Amount of the Subgroup I-2 Mortgage Loans, respectively.
Group I Lower Tier Principal Amount: As described in the Preliminary
Statement.
Group I-LT Accretion Directed Classes: As described in the
Preliminary Statement.
Group I Mortgage Loan: Each Mortgage Loan listed on the Mortgage
Loan Schedule as a Group I Mortgage Loan.
Group I Offered Certificates: As specified in the Preliminary
Statement.
Group I Optional Termination Date: The Distribution Date on which
the aggregate Stated Principal Balance of the Group I Mortgage Loans, as of the
last day of the related Due Period, is equal to 10% or less of the Group I
Cut-off Date Pool Principal Balance.
Group I Pool Cap: With respect to the Group I Mortgage Loans as of
any Distribution Date, the weighted average of (x) the Subgroup I-1 Loan Cap for
such Distribution Date (y) the Subgroup I-2 Loan Cap for such Distribution Date,
in each case weighted on the basis of the Subgroup I-1 Subordinated Amount and
the Subgroup I-2 Subordinated Amount.
Group I Pool Stated Principal Balance: As to any Distribution Date,
the aggregate of the Stated Principal Balances of the Group I Mortgage Loans for
such Distribution Date that were Outstanding Mortgage Loans on the Due Date in
the related Due Period.
Group I Pooling Tier REMIC-A: As described in the Preliminary
Statement.
Group I Pooling Tier REMIC-A Interest Rate: As described in the
Preliminary Statement.
Group I Pooling Tier REMIC-A Principal Amount: As described in the
Preliminary Statement.
Group I Pooling Tier REMIC-A Regular Interest: As described in the
Preliminary Statement.
Group I Pooling Tier REMIC-B: As described in the Preliminary
Statement.
Group I Pooling Tier REMIC-B Interest Rate: As described in the
Preliminary Statement.
Group I Pooling Tier REMIC-B IO Interest: Any of the Group I Pooling
Tier REMIC-B Regular Interests with the designation "IO" in its name.
Group I Pooling Tier REMIC-B IO Notional Balance: As described in
the Preliminary Statement.
Group I Pooling Tier REMIC-B Principal Amount: As described in the
Preliminary Statement.
Group I Pooling Tier REMIC-B Regular Interest: As described in the
Preliminary Statement.
Group I Pooling Tier REMIC-1 Loan Subgroup I-1 WAC Rate: With
respect to the Subgroup I-1 Mortgage Loans as of any Distribution Date, the
weighted average of the Adjusted Net Mortgage Rates then in effect on the
beginning of the related Due Period on the Subgroup I-1 Mortgage Loans
multiplied by (b) 30 divided by the actual number of days in the related
Interest Accrual Period.
Group I Pooling Tier REMIC-1 Subgroup I-2 WAC Rate: With respect to
the Subgroup I-2 Mortgage Loans as of any Distribution Date, a per annum rate
equal to (a) the weighted average of the Adjusted Net Mortgage Rates then in
effect on the beginning of the related Due Period on the Subgroup I-2 Mortgage
Loans multiplied by (b) 30 divided by the actual number of days in the related
Interest Accrual Period.
Group I Principal Certificates: As specified in the Preliminary
Statement.
Group I Principal Distribution Amount: For any Distribution Date,
the sum of (i) the Basic Principal Distribution Amount for such Distribution
Date and (ii) the Extra Principal Distribution Amount for such Distribution
Date.
Group I Principal Remittance Amount: With respect to any
Distribution Date and the Group I Mortgage Loans, the amount equal to the sum of
the following amounts (without duplication): (i) all scheduled payments of
principal due on the Due Date on such Mortgage Loans in the related Due Period
and received on or prior to the related Determination Date, together with any
Monthly Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds allocable to principal and received during the
related Prepayment Period with respect to Loan Group I; (iii) all Principal
Prepayments allocable to principal and received during the related Prepayment
Period for Loan Group I; (iv) all amounts received with respect to such
Distribution Date representing the portion of the purchase price allocable to
principal in connection with a purchase or repurchase of a Deleted Mortgage Loan
in Loan Group I; (v) principal portion of all amounts received with respect to
such Distribution Date as a Substitution Adjustment Amount and received in
connection with the substitution of a Group I Mortgage Loan; and (vi) the
allocable portion of the proceeds received with respect to the termination of
Loan Group I pursuant to clause (a) of Section 9.01 (to the extent such proceeds
relate to principal).
Group I Subordinated Certificates: As specified in the Preliminary
Statement.
Group I Subsequent Recovery: With respect to any Distribution Date
and any Group II Mortgage Loan, an amount, net of any reimbursable expenses,
received in respect of principal on that Mortgage Loan during the related
Prepayment Period that has previously been allocated as a Realized Loss to a
Class of Group II Certificates.
Group I Swap Provider: Barclays Bank PLC, a bank authorized and
regulated by the United Kingdom's Financial Services Authority and a member of
the London Stock Exchange, and its successors in interest.
Group I Termination Price: As decribed in Section 9.01(a).
Group I Trust REMIC: Any of the Group I Pooling Tier REMIC-A, the
Group I Pooling Tier REMIC-B, the Group I Lower Tier REMIC or the Group I Upper
Tier REMIC, as applicable.
Group I Upper Tier Carry Forward Amount: With respect to each Class
of Group I LIBOR Certificates, as of any Distribution Date, the sum of (A) if on
such Distribution Date the Group I Upper Tier REMIC Interest Rate for the Group
I Corresponding Class of Group I Upper Tier REMIC Regular Interest is based upon
the Group I Upper Tier REMIC Subgroup I-1 Rate, Group I Upper Tier REMIC
Subgroup I-2 Rate or Group I Upper Tier REMIC Pool Cap Rate, as applicable, the
excess, if any, of (i) the Group I Accrued Certificate Interest Distribution
Amount such Class of Group I LIBOR Certificates would otherwise be entitled to
receive on such Distribution Date taking into account the Group I WAC Cap, over
(ii) the Group I Accrued Certificate Interest Distribution Amount such Class of
Group I Upper Tier REMIC Regular Interest would otherwise be entitled to receive
on such Distribution Date taking into account the Group I Upper Tier REMIC
Subgroup I-1 Rate, Group I Upper Tier REMIC Subgroup I-2 Rate or Group I Upper
Tier REMIC Pool Cap Rate, as applicable, and (B) the Group I Upper Tier Carry
Forward Amount for such Class of Certificates for all previous Distribution
Dates not previously paid, together with interest thereon at a rate equal to the
applicable Group I Upper Tier REMIC Interest Rate for such Class of Certificates
for such Distribution Date, without giving effect to the Group I Upper Tier
REMIC Loan Group I Rate, Group I Upper Tier REMIC Loan Group II Rate or Group I
Upper Tier REMIC Pool Cap Rate, as applicable.
Group I Upper Tier REMIC: As described in the Preliminary Statement.
Group I Upper Tier REMIC Subgroup I-1 Rate: As described in the
Preliminary Statement.
Group I Upper Tier REMIC Subgroup I-2 Rate: As described in the
Preliminary Statement.
Group I Upper Tier REMIC Pool Cap Rate: For any Distribution Date,
the weighted average of the Group I Lower Tier REMIC Interest Rate on (a) the
Class LT Subgroup I-1(SUB), subject to a cap and floor equal to the Group I
Lower Tier REMIC Interest Rate of the Class LT Subgroup I-1 Interest and (b) the
Class LT Subgroup I-2(SUB), subject to a cap and floor equal to the Lower Tier
REMIC Interest Rate of the Class LT Subgroup I-2 Interest, weighted on the basis
of the respective Group I Lower Tier REMIC Principal Amounts of the Class LT
Subgroup I-1(SUB) and Class LT Subgroup I-2(SUB), respectively.
Group I Upper Tier REMIC Regular Interest: As described in the
Preliminary Statement.
Group I WAC Cap: With respect to Loan Group I as of any Distribution
Date, a per annum rate equal to: the weighted average of the Adjusted Net
Mortgage Interest Rates then in effect on the beginning of the related Due
Period on the Group I Mortgage Loans minus the product of (A) the Net Swap
Payment plus any Swap Termination Payment (other than a Defaulted Swap
Termination Payment), made to the Group I Swap Provider from Group I Available
Funds, if any, expressed as a percentage equal to a fraction, the numerator of
which is equal to the Net Swap Payment plus any Swap Termination Payment (other
than a Defaulted Swap Termination Payment) made to the Group I Swap Provider
from Group I Available Funds and the denominator of which is equal to the
aggregate Stated Principal Balance of the Group I Mortgage Loans at the
beginning of that Due Period and (B) 12 multiplied by (ii) 30 divided by the
actual number of days in the related Interest Accrual Period.
Group II: With respect to Certificates, the Group II Certificates
and with respect to Mortgage Loans, the Group II Mortgage Loans.
Group II Accrued Certificate Interest: For each Class of
Certificates (other than the Class II-1-PO and Class II-2-PO Certificates) of
Group II for each Distribution Date will be an amount equal to (1) the interest
accrued at such class's Pass Through Rate during the related Interest Accrual
Period on the Class Certificate Balance or the Notional Amount, as applicable,
of such Class of Certificates, minus each class's pro rata share of any related
Net Interest Shortfalls, the interest portion of any Excess Losses through the
Cross-Over Date to the extent allocated to such class and, after the Cross-Over
Date, the interest portion of Realized Losses for Group II, including Excess
Losses for Group II, to the extent allocated to such Class plus (2) the portion
of any Group II Accrued Certificate Interest referred to in clause (1) above for
that Class remaining undistributed from previous Distribution Dates.
Group II Available Funds: With respect to any Distribution Date and
the Group II Mortgage Loans, to the extent received by the Trustee (x) the sum
of (i) all scheduled installments of interest (net of the related Expense Fees)
and principal due on the Due Date on such Group II Mortgage Loans in the related
Due Period and received by the related Servicer on or prior to the related
Determination Date, together with any Monthly Advances in respect thereof; (ii)
all Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and
Subsequent Recoveries received by the related Servicer on the Group II Mortgage
Loans during the related Prepayment Period (in each case, net of unreimbursed
expenses incurred in connection with a liquidation or foreclosure and
unreimbursed Advances, if any); (iii) all partial or full prepayments on the
Group II Mortgage Loans received by the related Servicer during the related
Prepayment Period together with all Compensating Interest paid by the related
Servicer in connection therewith (excluding any Prepayment Premiums); (iv) all
Substitution Adjustment Amounts with respect to substitutions of Group II
Mortgage Loans that occur on or prior to the related Determination Date; (v) all
amounts received with respect to such Distribution Date as the Repurchase Price
in respect of a Group II Mortgage Loan repurchased on or prior to the related
Determination Date; and (vi) the proceeds received with respect to the
termination of the Loan Group II pursuant to clause (a) of Section 9.01; reduced
by (y) amounts in reimbursement for Advances previously made with respect to the
Group II Mortgage Loans and other amounts as to which the related Servicer, the
Depositor, the Custodian or the Trustee are entitled to be paid or reimbursed
pursuant to this Agreement.
Group II Certificates: As specified in the Preliminary Statement.
Group II Corresponding Class: As specified in the Preliminary
Statement.
Group II Cut-off Date Pool Principal Balance: The aggregate Stated
Principal Balances of all Group II Mortgage Loans as of the Cut-off Date.
Group II Interest Shortfall: The aggregate amount of interest that
would otherwise have been received for each Group II Mortgage Loan that was the
subject of a Relief Act Reduction.
Group II Lower Tier Regular Interest: Each as specified in the
Preliminary Statement.
Group II Lower Tier Principal Amount: As described in the
Preliminary Statement.
Group II Lower Tier REMIC: As described in the Preliminary
Statement.
Group II Lower Tier REMIC Interest Rate: As described in the
Preliminary Statement.
Group II Mortgage Loan: Each Mortgage Loan listed on the Mortgage
Loan Schedule as a Group II Mortgage Loan.
Group II Offered Certificates: As specified in the Preliminary
Statement.
Group II Pooling Tier REMIC Regular Interests: Any of the Class
PT-II-1B, Class PT-II-1Q, Class PT-II-2B, Class PT-II-2Q, Class PT-II-1-IO,
Class PT-II-2-IO, Class PT-II-1-PO and Class PT-II-2-PO Interests.
Group II Pooling Tier Subordinate Balance Ratio: The ratio between
the Group II Pooling Tier Principal Amounts of the Class PT-II-1B Interest and
Class PT-II-2B Interest equal to the ratio between the Group II Subgroup
Subordinate Amount of Subgroup II-1 and the Group II Subgroup Subordinate Amount
of Subgroup II-2.
Group II PO Deferred Amount: Any of the Subgroup II-1-PO Deferred
Amount and Subgroup II-2-PO Deferred Amount, as applicable.
Group II PO Principal Distribution Amount: For each Subgroup of
Group II and any Distribution Date, the sum of:
(1) the applicable PO Percentage of all Scheduled Payments of
principal due on each Mortgage Loan in the related Subgroup of Group II on the
related Due Date without giving effect to any Deficient Valuation or Debt
Service Reduction that occurred prior to the reduction of the Bankruptcy Loss
Coverage Amount to zero;
(2) the applicable PO Percentage of the principal portion of the
Stated Principal Balance of each Mortgage Loan in the related Subgroup of Group
II that was repurchased by the transferor or another person with respect to that
Distribution Date;
(3) the applicable PO Percentage of any Substitution Adjustment
Amounts received in respect of Mortgage Loan in the related Subgroup of Group II
and with respect to that Distribution Date;
(4) the applicable PO Percentage of the amount of net Insurance
Proceeds or net Liquidation Proceeds allocable to principal received on Mortgage
Loan in the related Subgroup of Group II in the prior calendar month with
respect to a Mortgage Loan in the related Subgroup of Group II that is not a
Liquidated Loan;
(5) with respect to each Mortgage Loan in the related Subgroup of
Group II that became a Liquidated Loan during the prior calendar month, the
lesser of:
(a) the applicable PO Percentage of the Stated Principal Balance of
that Mortgage Loan; and
(b) the applicable PO Percentage of the amount of the net Insurance
Proceeds or net Liquidation Proceeds allocable to principal received with
respect to that Mortgage Loan during the prior calendar month; and
(6) the applicable PO Percentage of:
(a) Principal Prepayments in Full received in respect of Mortgage
Loans in such Mortgage Loan Subgroup during the related Prepayment Period; and
(b) partial principal prepayments in respect of Mortgage Loans in
such Subgroup applied during the related Prepayment Period;
provided, however, that if a Deficient Valuation or Debt Service Reduction is
sustained with respect to a Discount Loan in such Mortgage Loans in such
Subgroup that is not a Liquidated Loan after the Bankruptcy Loss Coverage Amount
has been reduced to zero, the applicable Subgroup PO Principal Distribution
Amount will be reduced on the related Distribution Date by the applicable PO
Percentage of the principal portion of the Deficient Valuation or Debt Service
Reduction in respect of Mortgage Loans in such Subgroup.
Group II Pooling Tier REMIC: As described in the Preliminary
Statement.
Group II Pooling Tier REMIC Interest Rate: As described in the
Preliminary Statement.
Group II Pooling Tier REMIC Principal Amount: As described in the
Preliminary Statement.
Group II Pooling Tier REMIC Regular Interest: As described in the
Preliminary Statement.
Group II Pool Stated Principal Balance: As to any Distribution Date,
the aggregate of the Stated Principal Balances of the Group II Mortgage Loans
for such Distribution Date that were Outstanding Mortgage Loans on the Due Date
in the related Due Period.
Group II Purchase Price: With respect to any Group II Mortgage Loan,
purchase such Mortgage Loan at a price equal to the sum of (a) 100% of the
Stated Principal Balance of that Mortgage Loan as of the date of repurchase, (b)
interest on such Stated Principal Balance at the applicable Mortgage Interest
Rate (net of the applicable servicing fee) from the date on which interest has
last been paid through the last day of the month in which such repurchase takes
place, less (c) amounts received or advanced in respect to such repurchased
Mortgage Loan which are being held in the collection account for distribution in
the month of repurchase.
Group II Principal Certificates: As specified in the Preliminary
Statement.
Group II Senior Certificates: As specified in the Preliminary
Statement.
Group II Senior Optimal Principal Amount: With respect to each
Subgroup in Group II and any Distribution Date, the sum of:
(1) the Group II Senior Percentage related to such Subgroup of the
sum for each Mortgage Loan in such Subgroup of the applicable Non-PO Percentage
of all Scheduled Payments of principal due on each Mortgage Loan in such
Subgroup on the related Due Date without giving effect to any Deficient
Valuation or Debt Service Reduction that occurred prior to the reduction of the
Bankruptcy Loss Coverage Amount to zero;
(2) the Group II Senior Percentage related to such Subgroup of the
sum for each Mortgage Loan in such Subgroup of the applicable Non-PO Percentage
of the principal portion of the Group II Purchase Price of each Mortgage Loan in
such Subgroup that was repurchased by the applicable Original Loan Seller or
another person with respect to that Distribution Date;
(3) the Group II Senior Percentage related to such Subgroup of the
sum for each Mortgage Loan in such Subgroup of the applicable Non-PO Percentage
of any Substitution Adjustment Amounts in respect of a Mortgage Loan in such
Subgroup received with respect to that Distribution Date;
(4) the Group II Senior Percentage related to such Subgroup of the
sum for each mortgage loan in such Subgroup of the applicable Non-PO Percentage
of the amount of net Insurance Proceeds or net Liquidation Proceeds allocable to
principal received in the prior calendar month with respect to a Mortgage Loan
in such Subgroup that is not a Liquidated Loan;
(5) with respect to each Mortgage Loan in such Subgroup that became
a Liquidated Loan during the prior calendar month, the lesser of:
(a) the Group II Senior Percentage related to such Subgroup of the
applicable Non-PO Percentage of the Stated Principal Balance of that Mortgage
Loan of such Subgroup; and
(b) either (A) the Group II Senior Prepayment Percentage related to
such Subgroup or (B) if an Excess Loss was sustained with respect to any
Liquidated Loan of such Subgroup during the preceding calendar month, the Group
II Senior Percentage related to such Subgroup, of the applicable Non-PO
Percentage of the amount of the net Insurance Proceeds or net Liquidation
Proceeds allocable to principal received with respect to that Mortgage Loan
during the prior calendar month;
(6) the Group II Senior Prepayment Percentage related to such
Subgroup of the sum for each Mortgage Loan of such Subgroup of the applicable
Non-PO Percentage of:
(a) Principal Prepayments in Full in respect of a Mortgage Loan of
such Subgroup received during the related Prepayment Period; and
(b) partial principal prepayments in respect of a Mortgage Loan of
such Subgroup applied during the related Prepayment Period;
(7) with respect to any Distribution Date prior to the Cross-Over
Date only, the Group II Senior Prepayment Percentage related to such Subgroup of
the Non-PO Recoveries for such Subgroup received during the related Prepayment
Period;
provided, however, that if a Deficient Valuation or Debt Service Reduction is
sustained with respect to a Mortgage Loan of such Subgroup that is not a
Liquidated Loan after the Bankruptcy Loss Coverage Amount has been reduced to
zero, the Group II Senior Optimal Principal Amount for such Subgroup will be
reduced on the related Distribution Date by the Group II Senior Percentage
related to such Subgroup of the applicable Non-PO Percentage of the principal
portion of such Deficient Valuation or Debt Service Reduction.
Group II Senior Percentage: With respect to each Subgroup of Group
II and each Distribution Date, the lesser of 100% and the percentage equivalent
of a fraction, the numerator of which is the aggregate Class Certificate Balance
of all of the Senior Certificates (other than the Class PO or Interest Only
Certificates) of such Subgroup immediately prior to such Distribution Date, and
the denominator of which is the Non-PO Percentage multiplied by the aggregate
Stated Principal Balance of all Mortgage Loans in the related Subgroup for such
Distribution Date.
Group II Senior Prepayment Percentage: With respect to each Subgroup
of Group II and any Distribution Date, the percentage (not exceeding 100%) set
forth in the following table:
Distribution Date Occurring Group II Senior Prepayment Percentage
--------------------------------- -------------------------------------
April 2007 through March 2012 100%
April 2012 through March 2013 Group II Senior Percentage of such
Subgroup plus 70% of the Group II
Subordinate Percentage;
April 2013 through March 2014 Group II Senior Percentage of such
Subgroup plus 60% of the Group II
Subordinate Percentage;
April 2014 through March 2015 Group II Senior Percentage of such
Subgroup plus 40% of the Group II
Subordinate Percentage;
April 2015 through March 2016 Group II Senior Percentage of such
Subgroup plus 20% of the Group II
Subordinate Percentage; and
After March 2016 Group II Senior Percentage of such
Subgroup
provided, however, that on any of the foregoing Distribution Dates if the Group
II Senior Percentage for any Subgroup in Group II exceeds the initial Group II
Senior Percentage for such Subgroup, the Group II Senior Prepayment Percentage
for each Subgroup of Group II will once again equal 100%. The reductions in the
Group II Senior Prepayment Percentages for each Subgroup described above will
not occur, unless, as of the last day of the month preceding the Distribution
Date, both:
(i) the aggregate Stated Principal Balance of Mortgage Loans
delinquent 60 days or more (including for this purpose any of such
Mortgage Loans in bankruptcy or foreclosure and such Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the
Trust) does not exceed 50% of the aggregate Class Certificate Balances of
the Group II Subordinate Certificates as of that date; and
(ii) cumulative Realized Losses with respect to the Mortgage Loans
do not exceed:
(A) 30% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including April 2012 and March
2013;
(B) 35% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including April 2013 and March
2014;
(C) 40% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including April 2014 and March
2015;
(D) 45% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including April 2015 and March
2016; and
(E) 50% of the Original Subordinate Principal Balance if such
Distribution Date occurs after March 2016.
Upon the reduction of a Group II Senior Prepayment Percentage during
one of the periods described in the table above, such reduction will remain in
effect for the remainder of that period.
Group II Subgroup Subordinate Amount: As to any Distribution Date,
with respect to any Subgroup for Group II, the amount equal to the excess of the
aggregate Stated Principal Balance of the applicable Subgroup Mortgage Loans
(net of the PO Percentage of each Mortgage Loan in such Subgroup) over the
aggregate Class Certificate Balance of the Group II Senior Certificates (other
than the Class PO Certificates and the related Interest Only Certificates) of
the related Subgroup immediately prior to such Distribution Date.
Group II Subordinate Certificates: As specified in the Preliminary
Statement.
Group II Subordinate Certificate Writedown: The amount, if any, by
which the aggregate Class Certificate Balance of all of the Group II Offered
Certificates on any Distribution Date (after giving effect to distributions of
principal and allocation of Realized Losses for Loan Group II on that date)
exceeds the aggregate of the Stated Principal Balances of the Group II Mortgage
Loans for the following Distribution Date:
(i) the sum of the Class Certificate Balances of the Group II Senior
Certificates (other than the Interest Only Certificates and Class PO
Certificates) and the Group II Subordinate Certificates, after giving
effect to the distribution of principal and the allocation of Realized
Losses in reduction of the Class Certificate Balances of those
certificates on that Distribution Date, exceeds
(ii) the aggregate Pool Balance of the Group II Mortgage Loans as of
the following Distribution Date, less any Deficient Valuations related to
each such Subgroup of Group II occurring before the Bankruptcy Loss
Coverage Amount has been reduced to zero and less the PO Percentage of any
Discount Loan in each Subgroup of Group II.
Group II Subordinate Optimal Principal Amount: With respect to any
Subgroup of Group II and any Distribution Date in the aggregate, the sum of:
(i) the Group II Subordinate Percentage related to such Subgroup of
the sum for each Mortgage Loan in such Subgroup of the applicable Non-PO
Percentage of all Scheduled Payments of principal due on each Mortgage
Loan of such Subgroup on the related Due Date without giving effect to any
Deficient Valuation or Debt Service Reduction that occurred prior to the
reduction of the Bankruptcy Loss Coverage Amount to zero;
(ii) the Group II Subordinate Percentage related to such Subgroup of
the sum for each Mortgage Loan in such Subgroup of the applicable Non-PO
Percentage of the principal portion of the Purchase Price of each Mortgage
Loan of such Subgroup that was repurchased by the Original Loan Seller or
another Person with respect to that Distribution Date;
(iii) the Group II Subordinate Percentage related to such Subgroup
of the sum for each Mortgage Loan in such Subgroup of the applicable
Non-PO Percentage of any Substitution Adjustment Amounts in respect of a
Mortgage Loan of such Subgroup received with respect to that Distribution
Date;
(iv) the Group II Subordinate Percentage related to such Subgroup of
the sum for each Mortgage Loan of such Subgroup of the applicable Non-PO
Percentage of the amount of net Insurance Proceeds or net Liquidation
Proceeds allocable to principal received in the prior calendar month with
respect to a Mortgage Loan of such Subgroup that is not a Liquidated Loan;
(v) with respect to each Mortgage Loan of such Subgroup that became
a Liquidated Loan during the prior calendar month, the portion of the
applicable Non-PO Percentage of the amount of the net Insurance Proceeds
or net Liquidation Proceeds allocable to principal received with respect
to that Mortgage Loan during the prior calendar month that was not
included in clause (5) of the definition of "Group II Senior Optimal
Principal Amount" for such Distribution Date; and
(vi) the Group II Subordinate Prepayment Percentage related to such
Subgroup of the sum for each Mortgage Loan in such Subgroup of the
applicable Non-PO Percentage of:
(A) Principal Prepayments in Full in respect of a Mortgage
Loan of such Subgroup received during the related Prepayment Period;
and
(B) partial principal prepayments in respect of a mortgage
loan of such Subgroup applied during the related Prepayment Period;
and
(vii) with respect to any Distribution Date prior to the Cross-Over
Date only, the Group II Subordinate Prepayment Percentage related to such
Subgroup of the Non-PO Recoveries for such Subgroup received during the
related Prepayment Period;
provided, however, that if a Deficient Valuation or Debt Service Reduction is
sustained with respect to a Mortgage Loan of such Subgroup that is not a
Liquidated Loan after the Bankruptcy Loss Coverage Amount has been reduced to
zero, the Group II Subordinate Optimal Principal Amount for such Subgroup will
be reduced on the related Distribution Date by the Group II Subordinate
Percentage related to such Subgroup of the applicable Non-PO Percentage of the
principal portion of such Deficient Valuation or Debt Service Reduction.
Group II Subordinate Percentage: With respect to any Subgroup of
Group II any Distribution Date, the difference between 100% and the Group II
Senior Percentage for such Subgroup on such Distribution Date.
Group II Subordinate Prepayment Percentage: With respect to and
Subgroup of Group II and any Distribution Date, the difference between 100% and
the Group II Senior Prepayment Percentage for such Subgroup on such Distribution
Date.
Group II Subordinate Principal Distribution Amount: With respect to
Group II, the aggregate amount payable as principal on the Group II Subordinate
Certificates from Group II Available Funds for each Subgroup in Group II in
accordance with Section 4.01(b), after application of Group II Available Funds
for each such Subgroup to make payments on the Senior Certificates in such
Subgroup as described in Section 4.01(b) (including amounts required to be paid
as described in Section 4.01(b)) and giving effect to distributions of Accrued
Certificate Interest to the Group II Subordinate Certificates in accordance with
the priorities set forth in Section 4.01(b).
Group II Subsequent Recovery: With respect to any Distribution Date
and any Group II Mortgage Loan, an amount, net of any reimbursable expenses,
received in respect of principal on that Mortgage Loan during the related
Prepayment Period that has previously been allocated as a Realized Loss to a
Class of Certificates of Group II.
Group II Termination Price: As described in Section 9.01(a).
Group II Trust REMIC: Any of the Group II Pooling Tier REMIC, the
Group II Lower Tier REMIC or the Group II Upper Tier REMIC, as applicable.
Group II Upper Tier REMIC: As described in the Preliminary
Statement.
Index: As to each Group I Mortgage Loan, the index from time to time
in effect for the adjustment of the Mortgage Rate set forth as such in the
related Mortgage Note.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
Interest Accrual Period: With respect to each Distribution Date and
(1) the Group I LIBOR Certificates, the period from and including the preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) through the day before the current Distribution Date, calculated on the
basis of a 360-day year and the actual number of days elapsed in the applicable
Interest Accrual Period, and (2) with respect to the Group II Certificates
(other than the Class II-1-PO and Class II-2-PO Certificates), the calendar
month immediately preceding the month in which the related Distribution Date
occurred, calculated on the basis of a 360-day year and twelve months of 30 days
each.
Interest Only Certificates: As specified in the Preliminary
Statement.
Interest Remittance Amount: With respect to any Distribution Date
and any Subgroup of Group I Mortgage Loans, the portion of Group I Available
Funds attributable to interest received or advanced with respect to the Group I
Mortgage Loans in that Subgroup with respect to such Distribution Date net of
the fees payable to the Servicer for the Group I Mortgage Loans in that Subgroup
and any lender-paid insurance premiums with respect to the Group I Mortgage
Loans in that Subgroup for that Distribution Date, and net of any Net Swap
Payments and Swap Termination Payments, other than Defaulted Swap Termination
Payments, payable to the Group I Swap Provider from Group I Available Funds,
with respect to that Distribution Date.
Investment Account: As defined in Section 3.02(a).
LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR
Determination Date on the basis of the offered rate for one month U.S. dollar
deposits as such rate appears on Reuters Page LIBOR01 as of 11:00 a.m. (London
time) on such date; provided, that if such rate does not appear on Reuters Page
LIBOR01, the rate for such date will be determined on the basis of the rates at
which one-month U.S. dollar deposits are offered by the Reference Banks at
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If fewer than two quotations are provided as
requested, the rate for that date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Trustee (after
consultation with the Depositor), at approximately 11:00 a.m. (New York City
time) on such date for one-month U.S. dollar deposits of leading European banks.
LIBOR Determination Date: With respect to any LIBOR Certificates and
any Interest Accrual Period, the second London Business Day preceding the
commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in the
Prepayment Period preceding the month of such Distribution Date and as to which
the applicable Servicer has certified to the Trustee that it has received all
amounts it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.
Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the
sale of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan, including any Subsequent Recoveries.
Loan Group: Either of Loan Group I or Loan Group II.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
London Business Day: Any day on which dealings in deposits of United
States dollars are transacted in the London interbank market.
Loss Allocation Limitation: With respect to the Group II
Certificates, the limitation on reductions of the Class Certificate Balance of
any Class on any Distribution Date on account of any Realized Loss to the extent
that the reduction would have the effect of reducing the aggregate Class
Certificate Balance of all of the certificates (other than the Interest Only
Certificates and Class PO Certificates) as of that Distribution Date to an
amount less than the Pool Balance for all of the Subgroups in Group II as of the
following Distribution Date, less (i) any Deficient Valuations applicable to
each such Subgroup in Group II occurring before the Bankruptcy Loss Coverage
Amount has been reduced to zero and less (ii) the PO Percentage of the Scheduled
Principal Balance of any Discount Loans.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS System: The system of recording transfers of mortgages
electronically maintained by MERS.
Monthly Advance: As defined in the applicable Servicing Agreement.
Monthly Statement: The statement made available to the
Certificateholders pursuant to Section 4.02.
Moody's: Xxxxx'x Investors Service, Inc. and its successors in
interest. If Xxxxx'x is designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b) the address for notices to Moody's
shall be Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Residential Mortgage Pass-Through Group, or such other address
as Moody's may hereafter furnish to the Depositor, the Servicers, the Custodian
and the Trustee.
Mortgage: The mortgage, deed of trust or other instrument identified
on the Mortgage Loan Schedule as securing a Mortgage Note, including all riders
thereto.
Mortgage File: The items pertaining to a particular Mortgage Loan
contained in either the Servicing File or Custodial File.
Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note with respect to each Mortgage Loan.
Mortgage Loan: An individual Mortgage Loan which is the subject of
the related Sale Agreement and the related Servicing Agreement, each Mortgage
Loan originally sold and subject to the Sale Agreement being identified on the
Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage File, the Custodial File, the Servicing File, the Scheduled Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition proceeds, Prepayment Premiums and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan.
Mortgage Loan Documents: The mortgage loan documents pertaining to
each Mortgage Loan.
Mortgage Loan Schedule: A schedule of Mortgage Loans delivered to
the Trustee and Custodian and referred to on Schedule I, such schedule setting
forth the following information with respect to each Mortgage Loan as of the
Cut-off Date: (1) the applicable Original Loan Seller's Mortgage Loan number;
(2) the address, city, state and zip code of the Mortgaged Property; (3) a code
indicating whether the Mortgagor is self-employed; (4) a code indicating whether
the Mortgaged Property is owner-occupied, investment property or a second home;
(5) a code indicating whether the Mortgaged Property is a single family
residence, two family residence, three-family residence, four family residence,
condominium, manufactured housing or planned unit development; (6) the purpose
of the Mortgage Loan; (7) the type of Mortgage Loan; (8) the Mortgage Interest
Rate at origination; (9) the current Mortgage Interest Rate; (10) the name of
the applicable Servicer; (11) the Servicing Fee Rate; (12) the current Scheduled
Payment; (13) the original term to maturity; (14) the remaining term to
maturity; (15) the principal balance of the Mortgage Loan as of the Cut-off Date
after deduction of payments of principal due on or before the Cut-off Date
whether or not collected; (16) the loan-to-value ratio at origination; (17) the
actual principal balance of the Mortgage Loan as of the Cut-off Date; (18)
social security number of the Mortgagor; (19) a code indicating whether the
Mortgaged Property is a leasehold estate; (20) the Due Date of the Mortgage
Loan; (21) whether the Mortgage Loan is insured by a Primary Mortgage Insurance
Policy and the name of the insurer; (22) the certificate number of the Primary
Mortgage Insurance Policy; (23) the amount of coverage of the Primary Mortgage
Insurance Policy, and if it is a lender-paid Primary Mortgage Insurance Policy,
the premium rate; (24) the type of appraisal; (25) a code indicating whether the
Mortgage Loan is a MERS Mortgage Loan; (26) documentation type (including asset
and income type); (27) first payment date; (28) the schedule of the payment
delinquencies in the prior 12 months; (29) FICO score; (30) the Mortgagor's
name; (31) the stated maturity date; (32) the original principal amount of the
mortgage; (33) the "pay through" date or the date of the last payment made; (34)
the Gross Margin of the Mortgage Loan and (35) the Loan Group and Subgroup of
such Mortgage Loan. With respect to the Mortgage Loans in each Loan Group in the
aggregate: (1) the number of Mortgage Loans in such Loan Group; (2) the current
aggregate outstanding principal balance of the Mortgage Loans in such Loan
Group; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans in
such Loan Group; and (4) the weighted average maturity of the Mortgage Loans in
such Loan Group.
Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne on a Mortgage Note.
Mortgaged Property: The real property (or leasehold estate, if
applicable) identified on the Mortgage Loan Schedule as securing repayment of
the debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the
sum of (x) the Group II Interest Shortfall and (y) any related Net Prepayment
Interest Shortfall.
Net Monthly Excess Cash Flow: For any Distribution Date, the amount
remaining for distribution pursuant to Section 4.01(a)(iii) (before giving
effect to distributions pursuant to such subsection).
Net Prepayment Interest Shortfall: For any Distribution Date and any
Loan Group, the amount by which the sum of the Prepayment Interest Shortfalls
for such Loan Group exceeds the Compensating Interest payments for such Loan
Group made with respect to such Distribution Date.
Net Swap Payment: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) payable by the Trust to the
Group I Swap Provider on the related Fixed Rate Payer Payment Date (as defined
in the Group I Interest Rate Swap Agreement).
Net Swap Receipt: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Group I Swap
Provider to the Trust on the related Floating Rate Payer Payment Date (as
defined in the Group I Interest Rate Swap Agreement), or any amount withdrawn
from the applicable reserve account referred to in the fourth full paragraph of
Section 4.07 that is required under that paragraph be treated as a Net Swap
Receipt for purposes of determining the distributions from the Supplemental
Interest Account.
NIM Issuer: The entity established as the issuer of NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by
some or all of the Class CE Certificates.
NIM Trustee: The trustee for the NIM Securities.
Non-Discount Loans: Any of the Subgroup II-1 Non-Discount Loans or
Subgroup II-2 Non-Discount Loans.
Non-Excess Realized Loss: Any Realized Loss other than an Excess
Loss.
Non-PO Percentage: With respect to any Subgroup of Group II and:
(1) any Discount Loan of such Subgroup of Group II, the fraction,
expressed as a percentage, equal to the net Mortgage Interest Rate divided by
the Required Coupon for such Subgroup of Group II; and
(2) any Non Discount Loan of such Subgroup of Group II, 100%.
Non-PO Recoveries: With respect to Group II Subsequent Recoveries
and any Distribution Date, an amount equal to the excess, if any, of (i) the
amount of the Group II Subsequent Recoveries, over (ii) the amount of the
aggregate of the PO Recoveries for that Distribution Date.
Notional Amount: With respect to any Distribution Date means:
(1) for the Class II-1-A-9 Certificates the Class Certificate
Balance of Class II-1-A-7 and Class II-1-A-10 Certificates immediately prior to
that date multiplied by 4.1666666667%;
(2) for the Class II-1-A-14 Certificates the sum of (1) Class
Certificate Balances of Class II-1-A-1, Class II-1-A-11, Class II-1-A-12, and
Class II-1-A-13 Certificates immediately prior to that date multiplied by
8.0260489863%, (2) Class Certificate Balance of Class II-1-A-5 certificates
immediately prior to that date multiplied by 4.1666666667%, and (3) Class
Certificate Balance of Class II-1-A-8 Certificates immediately prior to that
date multiplied by 8.3333333333%;
(3) for the Class II-1-IO Certificates the aggregate Stated
Principal Balance of the Non Discount Mortgage Loans in Subgroup II-1 as of the
Due Date in the preceding calendar month (after giving effect to prepayments
received in the Prepayment Period related to such prior Due Date).
(4) for the Class II-2-IO Certificates the aggregate Stated
Principal Balance of the Non-Discount Mortgage Loans in Subgroup II-2 as of the
Due Date in the preceding calendar month (after giving effect to prepayments
received in the Prepayment Period related to such prior Due Date).
Non-Permitted Transferee: A Person other than a Permitted
Transferee.
Nonrecoverable Monthly Advance: Any Monthly Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the applicable Servicer or any successor
Servicer including the Trustee as successor servicer, will not or, in the case
of a proposed Monthly Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds
on such Mortgage Loan or REO Property as provided herein.
Nonrecoverable Servicing Advance: Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property,
which, in the good faith business judgment of the applicable Servicer or any
successor Servicer including the Trustee as successor servicer, will not or, in
the case of a proposed Servicing Advance, would not, be ultimately recoverable
from related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise.
Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.
Offered Certificates: As specified in the Preliminary Statement.
Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President or a Vice President or
an Assistant Vice President and by the Treasurer or the Secretary or one of the
Assistant Treasurers or Assistant Secretaries of the related Servicer or the
related Original Loan Seller, and delivered to the Trustee, as required by the
applicable Servicing Agreement or applicable Sale Agreement.
Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the applicable Servicer, reasonably acceptable to the
Trustee (and/or such other Persons as may be set forth herein); provided, that
any Opinion of Counsel relating to (a) qualification of any Trust REMIC or (b)
compliance with the REMIC Provisions, must be (unless otherwise stated in such
Opinion of Counsel) an opinion of counsel who (i) is in fact independent of the
applicable Servicer or the Trustee of the Mortgage Loans, (ii) does not have any
material direct or indirect financial interest in the applicable Servicer or the
Trustee of the Mortgage Loans or in an Affiliate of either and (iii) is not
connected with the applicable Servicer or Trustee of the Mortgage Loans as an
officer, employee, director or person performing similar functions.
Original Loan Sellers: Countrywide Home Loans, in its capacity as
seller under the Countrywide Sale Agreement and Xxxxx Fargo, in its capacity as
Seller under the Xxxxx Fargo Sale and Servicing Agreement.
Original Subordinate Principal Balance: With respect to Group II,
the aggregate of the Class Certificate Balances of the Group II Subordinate
Certificates as of the date of issuance of the Certificates.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or delivered to
the Trustee for cancellation; and
(ii) 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 Due Date, a Mortgage Loan with
a Stated Principal Balance greater than zero which was not the subject of a
Principal Prepayment in Full prior to such Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due Date.
Overcollateralization Floor: An amount equal to 0.50% of the Group I
Cut-off Date Pool Principal Balance.
Ownership Interest: As to any Residual 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 Margin: With respect to each Class of Group I Regular
Certificates, the following percentages:
Class I-1-A 0.190%
Class I-2-A-1 0.210%
Class I-2-A-2 0.270%
Class I-M-1 0.500%
Class I-M-2 0.550%
Class I-M-3 0.750%
Class I-M-4 0.900%
Class I-M-5 1.000%
Class I-M-6 1.500%
Class I-M-7 1.500%
Class I-M-8 1.500%
On the first Distribution Date after the Group I Optional
Termination Date, the Pass-Through Margins for the Group I LIBOR Certificates
shall increase to the rate set forth below:
Class I-1-A 0.380%
Class I-2-A-1 0.420%
Class I-2-A-2 0.540%
Class I-M-1 0.750%
Class I-M-2 0.825%
Class I-M-3 1.125%
Class I-M-4 1.350%
Class I-M-5 1.500%
Class I-M-6 2.250%
Class I-M-7 2.250%
Class I-M-8 2.250%
Pass-Through Rate: For each Class of Certificates, the per annum
rate set forth or calculated in the manner described in the Preliminary
Statement.
Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.
Permitted Investments: Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued by the applicable Servicer or the Trustee, or any of their
respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of, or
bankers' acceptances (which shall each have an original maturity of not
more than 90 days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States dollars and
issued by any Depository Institution and rated P-1 by Moody's, R-1 (high)
by DBRS and A-1+ by S&P;
(iii) repurchase obligations with respect to any security described
in clause (i) above entered into with a Depository Institution (acting as
principal);
(iv) securities bearing interest or sold at a discount that are
issued by any corporation incorporated under the laws of the United States
of America or any state thereof and that are rated by each Rating Agency
that rates such securities in its highest long-term unsecured rating
categories at the time of such investment or contractual commitment
providing for such investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 30 days after the date of acquisition
thereof) that is rated by each Rating Agency that rates such securities in
its highest short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including money market funds
advised by the Depositor or the Trustee or an Affiliate thereof, that are
rated, if rated by Moody's, at least "Aaa" by Moody's, at least "AAA" by
DBRS, and, at least "AAAm" or "AAAm-G" by Standard & Poor's; and
(vii) if previously confirmed in writing to the Trustee, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies as a permitted
investment of funds backing "Aaa" or "AAA" rated securities;
provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, 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)
which 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, (v) a Person that is a
Disqualified Non-U.S. Person or a U.S. Person with respect to whom income from a
Residual Certificate is attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of such
Person or any other U.S. Person, (vi) an "electing large partnership" within the
meaning of Section 775 of the Code and (vii) any other Person so designated by
the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any Trust REMIC to
fail to qualify as a REMIC at any time that the 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, limited liability company, joint stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.
Physical Certificates: As specified in the Preliminary Statement.
PO Percentage: With respect to:
(i) any Discount Loan, 100% minus the Non-PO Percentage for that
Discount Loan; and
(ii) any Non-Discount Loan, 0%.
PO Recovery: With respect to Group II Subsequent Recoveries on
Discount Loans, any Distribution Date and any class of Class PO Certificates, an
amount equal to:
(iii) with respect to the Class II-1-PO Certificates, the lesser of
(a) the PO Percentage of each Group II Subsequent Recovery on each
Discount Loan in Subgroup II-1 and (b) the Subgroup II-1-PO Deferred
Amount; and
(iv) with respect to the Class II-2-PO Certificates, the lesser of
(a) the PO Percentage of each Group II Subsequent Recovery on each
Discount Loan in Subgroup II-2 and (b) the aggregate of the Subgroup
II-2-PO Deferred Amount for that Distribution Date.
Pool Balance: With respect to any Subgroup of Group II or both
Subgroups of Group II in the aggregate, and any Distribution Date, the aggregate
Stated Principal Balance of the Mortgage Loans in the related Subgroup of Group
II in such Subgroup for such Distribution Date.
Posted Collateral Account: The separate Account created and
maintained by the Trustee pursuant to Section 4.07 in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company for the benefit of the registered holders of BCAP LLC Trust
2007-AA2 Mortgage Pass-Through Certificates, Series 2007-AA2." Funds in the
Posted Collateral Account shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement and under the Group I Interest
Rate Swap Agreement.
Prepayment Interest Shortfall: With respect to any Servicer
Remittance Date, the sum of, for each Group II Mortgage Loan that was, during
the related Prepayment Period, the subject of a Principal Prepayment that was
applied by the applicable Servicer to reduce the outstanding principal balance
of such Mortgage Loan on a date preceding the Due Date in the succeeding
Prepayment Period, an amount equal to the product of (a) the Mortgage Interest
Rate net of the applicable Servicing Fee Rate for such Mortgage Loan, (b) the
amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the
number of days commencing on the date on which such Principal Prepayment was
applied and ending on the last day of the related Prepayment Period.
Prepayment Premium: Any prepayment premium, penalty or charge, if
any, required under the terms of the related Mortgage Note to be paid in
connection with a Principal Prepayment, to the extent permitted by law.
Principal Prepayment: Any full or partial payment or other recovery
of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan)
which is received in advance of its scheduled Due Date, including any Prepayment
Premium, and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Prepayment Interest Shortfall: With respect to any Servicer
Remittance Date and any Loan Group, the sum of, for each Mortgage Loan in such
Loan Group that was, during the related Prepayment Period, the subject of a
Principal Prepayment that was applied by the applicable Servicer to reduce the
outstanding principal balance of such Mortgage Loan on a date preceding the Due
Date in the succeeding Prepayment Period, an amount equal to the product of (a)
the Mortgage Interest Rate net of the applicable Servicing Fee Rate for such
Mortgage Loan, (b) the amount of the Principal Prepayment for such Mortgage
Loan, (c) 1/360 and (d) the number of days commencing on the date on which such
Principal Prepayment was applied and ending on the last day of the related
Prepayment Period.
Prepayment Period: With respect to any Distribution Date, the
calendar month preceding the month in which that Distribution Date occurs.
Private Certificates: As specified in the Preliminary Statement.
Prospectus Supplement: The Prospectus Supplement, dated March 28,
2007, relating to the Offered Certificates.
PTCE: Department of Labor Prohibited Transaction Class Exemption.
PTCE 95-60: As defined in Section 5.02(b).
PUD: A planned unit development.
Purchaser: Either Barclays Bank PLC, a public limited company
registered in England and Wales, and its successors in interest or Xxxxxx
Funding LLC, a Delaware limited liability company, and its successors in
interest.
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such
rating category without giving effect to any modifiers. For purposes of Section
10.05(b), the addresses for notices to each Rating Agency shall be the address
specified therefor in the definition corresponding to the name of such Rating
Agency, or such other address as either such Rating Agency may hereafter furnish
to the Depositor and the Trustee.
Realized Losses: The excess of the Scheduled Principal Balance of a
defaulted Mortgage Loan over the net Liquidation Proceeds with respect to that
Mortgage Loan that are allocated to principal.
Record Date: With respect to the Group I Certificates and any
Distribution Date, the close of business on the Business Day immediately
preceding such Distribution Date, provided, however, that, for any Group I
Certificate issued in definitive form, the Record Date shall be the close of
business on the last Business Day of the month preceding the month in which such
applicable Distribution Date occurs. With respect to the Group II Certificates,
the last Business Day of the month immediately preceding the month of the
related Distribution Date.
Reference Bank: As defined in Section 4.04.
Regular Certificates: As specified in the Preliminary Statement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. xx.xx. 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. 1,506-1,631 (January 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 and any similar
state statutes.
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 Servicemembers Civil Relief Act or any similar state
statutes.
Relief Act Reduction: Any reduction in the Mortgage Interest Rate on
a Group II Mortgage Loan due to the application of the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.
REO Disposition: The final sale by the applicable Servicer of any
REO Property.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Replacement Group I Swap Provider Payment: As defined in Section
4.05.
Reportable Event: As defined in Section 8.14(g).
Representation Letter: The Side Letter, dated as of March 29, 2007,
by and between Barclays Bank PLC and the Depositor, a copy of which is attached
hereto as Exhibit V.
Repurchase Price: With respect to (i) any Group I Mortgage Loan, an
amount equal to the sum of (i) the unpaid principal balance of such Mortgage
Loan as of the date of repurchase, (ii) interest on such unpaid principal
balance of such Mortgage Loan at the Mortgage Rate from the last date through
which interest has been paid to the date of repurchase, (iii) all unreimbursed
Servicing Advances and (iv) all expenses incurred by the Trustee arising out of
the Trustee's enforcement of the applicable Person's repurchase obligation under
the applicable Sale Agreement or under the Representation Letter, and (ii) any
Group II Mortgage Loan, the Group II Purchase Price.
Request for Release: The Request for Release submitted by the
applicable Servicer to the Custodian, substantially in the form of Exhibit D.
Required Coupon: With respect to Subgroup II-1, 6.250% per annum,
and with respect to Subgroup II-2, 6.000% per annum.
Residual Certificates: As specified in the Preliminary Statement.
Responsible Officer: When used with respect to the Trustee, any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer, any associate, or any other officer in the corporate trust department
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers who at such time shall be officers with
direct responsibility for the administration of this Agreement and also, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.
Restricted Classes: As described in Section 4.02(b).
Reuters Page LIBOR01: The display page currently so designated on
the Reuters 3000 Xtra Service (or such other page as may replace that page on
that service for displaying comparable rates or prices).
Rule 144A Letter: As defined in Section 5.02(b).
Sale Agreements: The Countrywide Sale Agreement and the Xxxxx Fargo
Sale and Servicing Agreement.
Sarbanes Certification: As defined in Section 8.14(c).
Xxxxxxxx-Xxxxx Act: means 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).
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
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.
Securities Act: The Securities Act of 1933, as amended.
Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balances of the Class I-M Certificates and (ii) the Subordinated
Amount (in each case after taking into account the distributions of the related
Group I Principal Distribution Amount for that Distribution Date) by (y) the
aggregate Stated Principal Balance of the Group I Mortgage Loans for that
Distribution Date.
Senior Specified Enhancement Percentage: With respect to Group I and
any Determination Date, 11.60%.
Servicer Remittance Date: With respect to any Distribution Date, the
18th day (or if such 18th day is not a Business Day, the first Business Day
immediately succeeding such 18th day) of the month in which such Distribution
Date occurs.
Servicers: Countrywide Servicing in its capacity as servicer under
the Countrywide Servicing Agreement and the related Assignment Agreement, or any
successor servicer appointed pursuant thereto, and Xxxxx Fargo in its capacity
as servicer under the Xxxxx Fargo Servicing Agreement and the related Assignment
Agreement, or any successor servicer appointed pursuant thereto.
Servicing Advances: As defined in the applicable Servicing
Agreement.
Servicing Agreements: The Countrywide Servicing Agreement and the
Xxxxx Fargo Sale and Servicing Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, which as of the Closing Date are listed on Exhibit P
hereto.
Servicing Fee: As defined in the applicable Servicing Agreement.
Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate for such Mortgage Loan specified on the Mortgage Loan Schedule.
Servicing File: The "Credit File" as defined in the applicable
Servicing Agreement.
Servicing Function Participant: As defined in Section 8.13(a).
Similar Law: As defined in Section 5.02(b).
60+ Day Delinquent Mortgage Loan: With respect to any Loan Group and
any Distribution Date and each Mortgage Loan in the related Loan Group with
respect to which any portion of a Scheduled Payment is, as of the last day of
the related Due Period, two months or more delinquent (as calculated in
accordance with the MBA method), each Mortgage Loan in the related Loan Group in
foreclosure, each REO Property relating to such Loan Group and each Mortgage
Loan in such Loan Group for which the Mortgagor has filed for bankruptcy.
Special Hazard Coverage Termination Date: The point in time at which
the related Special Hazard Loss Coverage Amount is reduced to zero.
Special Hazard Loss Coverage Amount: Approximately $5,070,000 less,
on each distribution, the sum of (1) the aggregate amount of Special Hazard
Losses that would have been previously allocated to the Group II Subordinate
Certificates in the absence of the Loss Allocation Limitation and (2) the
related Adjustment Amount. As of any distribution on or after the Cross-Over
Date, the Special Hazard Loss Coverage Amount will be zero.
Special Hazard Losses: Any Realized Losses attributable to damage or
a direct physical loss suffered by a Mortgaged Property related Group II
Mortgage Loan, including any Realized Loss due to the presence or suspected
presence of hazardous wastes or substances on a Mortgaged Property, other than
any such damage or loss covered by a hazard policy or a flood insurance policy
required to be maintained in respect of the Mortgaged Property under the Xxxxx
Fargo Sale and Servicing Agreement or any loss due to normal wear and tear or
certain other causes.
Special Hazard Mortgage Loan: A Liquidated Loan as to which a
Special Hazard Loss has occurred.
Specified Subordinated Amount: With respect to Group I and each
Distribution Date (i) prior to the Stepdown Date, an amount equal to 0.65% of
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date, (ii) on or after the Stepdown Date, if there is no Trigger Event
in effect, the greater of (a) 1.30% of the aggregate Stated Principal Balance of
the Group I Mortgage Loans for the related Distribution Date (after taking into
account all principal received on the Group I Mortgage Loans that is distributed
on such Distribution Date) and (b) the Overcollateralization Floor and (iii) on
or after the Stepdown Date, if a Trigger Event is in effect, the Specified
Subordinated Amount for the prior Distribution Date. When the Class Certificate
Balance of each Class of Group I LIBOR Certificates has been reduced to zero,
the Specified Subordinated Amount will thereafter equal zero.
Sponsor: Either of (i) Barclays Bank PLC, a public limited company
registered in England and Wales and regulated by the United Kingdom's Financial
Services Authority or (ii) Xxxxxx Funding LLC, a Delaware limited liability
company.
Standard & Poor's or S&P: Standard & Poor's Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc., and its successors in interest. If
Standard & Poor's is designated as a Rating Agency in the Preliminary Statement,
for purposes of Section 10.05(b) the address for notices to Standard & Poor's
shall be Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Residential Mortgage Surveillance Group - BCAP LLC Trust 2007-AA2, or
such other address as Standard & Poor's may hereafter furnish to the Depositor,
the Servicers and the Trustee.
Startup Day: As defined in Section 2.04.
Stated Principal Balance: As to each Mortgage Loan and as of any
Determination Date, (i) the principal balance of the Mortgage Loan at the
Cut-off Date after giving effect to payments of principal due on or before such
date, minus (ii) all amounts previously remitted to the Trustee with respect to
the related Mortgage Loan representing payments or recoveries of principal
including advances in respect of scheduled payments of principal. For purposes
of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will
give effect to any scheduled payments of principal received or advanced prior to
the related Servicer Remittance Date and any unscheduled principal payments and
other unscheduled principal collections received during the related Prepayment
Period, and the Stated Principal Balance of any Mortgage Loan that has prepaid
in full or has become a Liquidated Mortgage Loan during the related Prepayment
Period shall be zero.
Stepdown Date: The later to occur of (i) the earlier to occur of (a)
the Distribution Date in April 2010 and (b) the Distribution Date immediately
following the Distribution Date on which the aggregate Class Certificate
Balances of the Class I-A Certificates have been reduced to zero and (ii) the
first Distribution Date on which the Senior Enhancement Percentage (calculated
for this purpose only after taking into account payments of principal on the
Group I Mortgage Loans applied to reduce the Stated Principal Balance of the
Group I Mortgage Loans for the applicable Distribution Date but prior to any
applications of Group I Principal Distribution Amount to the Group I
Certificates on such Distribution Date) is greater than or equal to the Group I
Senior Specified Enhancement Percentage.
Stripped Interest Rate: For each Non-Discount Loan in any Subgroup
of Group II, the excess of the net Mortgage Interest Rate for that Mortgage Loan
over the Required Coupon for such Subgroup.
Subcontractor: Any third-party or Affiliated vendor, subcontractor
or other Person utilized by a Servicer, a Subservicer or the Trustee that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans.
Subgroup: With respect to (a) Group I, either the Certificates
related to Subgroup I-1, or Subgroup I-2 or the Group I Mortgage Loans, as the
context requires, and (b) Group II, either the Certificates related to Subgroup
II-1 or Subgroup II-2 or the Group II Mortgage Loans, as the context requires.
Subgroup I-1 Loan Cap: With respect to the Subgroup I-1 Mortgage
Loans as of any Distribution Date, a per annum rate equal to the product of (i)
the weighted average of the Adjusted Net Mortgage Rates then in effect on the
beginning of the related Due Period on the Subgroup I-1 Mortgage Loans minus the
product of (A) the Net Swap Payment plus any Swap Termination Payment (other
than a Defaulted Swap Termination Payment), if any, made to the Group I Swap
Provider from Group I Available Funds, expressed as a percentage equal to a
fraction, the numerator of which is equal to the Net Swap Payment plus any Swap
Termination Payment (other than a Defaulted Swap Termination Payment), if any,
made to the Group I Swap Provider from Group I Available Funds and the
denominator of which is equal to the aggregate Stated Principal Balance of the
Group I Mortgage Loans at the beginning of such Due Period and (B) 12 and (ii) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Interest Accrual Period. With respect to
the first Due Period and the first Distribution Date, the Subgroup I-1 Loan Cap
shall be reduced by a fraction, the numerator of which is the portion of the
Closing Date Deposit Amount allocable to the Subgroup I-1 Mortgage Loans and the
denominator of which is the portion of the Cut-off Date Pool Principal Balance
relating to the Subgroup I-1 Mortgage Loans.
Subgroup I-1 Mortgage Loans: Each Mortgage Loan listed on the
Mortgage Loan Schedule as a Subgroup I-1 Mortgage Loan.
Subgroup I-1 Subordinated Amount: For any Distribution Date and for
the Subgroup I-1 Mortgage Loans, the excess of the aggregate Stated Principal
Balance of the Subgroup I-1 Mortgage Loans as of the beginning of the related
Due Period over the Class Certificate Balance of the Class I-1-A Certificates
immediately prior to such Distribution Date.
Subgroup I-2 Loan Cap: With respect to the Subgroup I-2 Mortgage
Loans as of any Distribution Date, a per annum rate equal to the product of (i)
the weighted average of the Adjusted Net Mortgage Rates then in effect on the
beginning of the related Due Period on the Subgroup I-2 Mortgage Loans minus the
product of (A) the Net Swap Payment plus any Swap Termination Payment (other
than a Defaulted Swap Termination Payment), if any, made to the Group I Swap
Provider from Group I Available Funds, expressed as a percentage equal to a
fraction, the numerator of which is equal to the Net Swap Payment plus any Swap
Termination Payment (other than a Defaulted Swap Termination Payment), if any,
made to the Group I Swap Provider from Group I Available Funds and the
denominator of which is equal to the aggregate Stated Principal Balance of the
Group I Mortgage Loans at the beginning of such Due Period and (B) 12 and (ii) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Interest Accrual Period. With respect to
the first Due Period and the first Distribution Date, the Subgroup I-2 Loan Cap
shall be reduced by a fraction, the numerator of which is the portion of the
Closing Date Deposit Amount allocable to the Subgroup I-2 Mortgage Loans and the
denominator of which is the portion of the Cut-off Date Pool Principal Balance
relating to the Subgroup I-2 Mortgage Loans.
Subgroup I-2 Mortgage Loans: Each Mortgage Loan listed on the
Mortgage Loan Schedule as a Subgroup I-2 Mortgage Loan.
Subgroup I-2 Subordinated Amount: For any Distribution Date and for
the Subgroup I-2 Mortgage Loans, the excess of the aggregate Stated Principal
Balance of the Subgroup I-2 Mortgage Loans as of the beginning of the related
Due Period over the aggregate Class Certificate Balance of the Class I-2-A
Certificates immediately prior to such Distribution Date.
Subgroup II-1 Certificates: As defined in the Preliminary Statement.
Subgroup II-1-PO Deferred Amount: With respect to Subgroup II-1 and
any Distribution Date on or prior to the Cross-Over Date, the sum of (1) the
applicable PO Percentage of the principal portion of Non-Excess Realized Losses
on each Subgroup II-1 Discount Loan allocated to the Class II-1-PO Certificates
on that date and (2) all amounts previously allocated to the Class II-1-PO
Certificates in respect of those losses and not distributed to the Class II-1-PO
Certificates on prior Distribution Dates.
Subgroup II-1 Discount Loan: Any Subgroup II-1 Mortgage Loan having
a net Mortgage Interest Rate as of the Cut-Off Date less than the Required
Coupon for Subgroup II-1 Mortgage Loan.
Subgroup II-1 Mortgage Loans: Each Mortgage Loan listed on the
Mortgage Loan Schedule as a Subgroup II-1 Mortgage Loan.
Subgroup II-1 Non-Discount Loan: Any Mortgage Loan in Subgroup II-1
Loan having a net Mortgage Interest Rate as of the Cut-Off Date equal to or in
excess of the Required Coupon for Subgroup II-1.
Subgroup II-1 Priority Percentage: With respect to any Distribution
Date, the percentage obtained by dividing:
(i) the Class Certificate Balance of the Class II-1-A-7 and Class
II-1-A-10 Certificates immediately preceding such Distribution Date by
(ii) the aggregate Class Certificate Balance of the Senior
Certificates of Subgroup II-1 Certificates (excluding the Class II-1-A-9,
Class II-1-A-14, Class II-1-IO and Class II-1-PO Certificates) immediately
preceding such Distribution Date.
Subgroup II-1 Priority Prepayment Distribution Percentage: With
respect to any Distribution Date, the Subgroup II-1 Priority Percentage
multiplied by the Subgroup II-1 Priority Stepdown Percentage for such
Distribution Date.
Subgroup II-1 Priority Principal Distribution Amount: For any
Distribution Date beginning in April 2012, the lesser of:
(a) 100% of the Group II Senior Optimal Principal Amount for
Subgroup II-1; and
(b) the sum of:
(i) the aggregate of the Subgroup II-1 Priority Scheduled
Distribution Percentage multiplied by each of the amounts referred
to in clauses (1) through (5) of the definition "Group II Senior
Optimal Principal Amount" related to the Subgroup II-1 Certificates;
(ii) the aggregate of the Subgroup II-1 Priority Prepayment
Distribution Percentage multiplied by each of the amounts referred
to in clauses (6) and (7) of the definition "Group II Senior Optimal
Principal Amount" related to the Subgroup II-1 Certificates; and
(iii) the Class Certificate Balances of the II-1-A-7 and II-1-A-10
Certificates;
provided, however, that if a Deficient Valuation or Debt Service Reduction that
is an Excess Loss is sustained with respect to a Mortgage Loan in Subgroup II-1
that is not a Liquidated Loan, the Subgroup II-1 Priority Principal Distribution
Amount will be reduced on the related Distribution Date by the Subgroup II-1
Priority Scheduled Distribution Percentage multiplied by the Subgroup II-1
Senior Percentage relating to the Subgroup II-1 Certificates multiplied by the
applicable Non-PO Percentage relating to the Mortgage Loans in Subgroup II-1 of
the principal portion of the Deficient Valuation or Debt Service Reduction.
Subgroup II-1 Priority Scheduled Distribution Percentage: With
respect to:
(i) any Distribution Date prior to the Distribution Date in
April 2012, 0%; and
(ii) any Distribution Date on or after the Distribution Date
in April 2012, the Subgroup II-1 Priority Percentage for that
Distribution Date.
Subgroup II-1 Priority Stepdown Percentage: With respect to any
Distribution Date, the percentage indicated below:
Distribution Date Occurring %
---------------------------------- ----------
April 2007 through March 2012..... 0%
April 2012 through March 2013..... 30%
April 2013 through March 2014..... 40%
April 2014 through March 2015..... 60%
April 2015 through March 2016..... 80%
After March 2016........ 100%
Subgroup II-2 Certificates: The Class II-2-A-1 and Class II-AR
Certificates.
Subgroup II-2 Discount Loan: Any Mortgage Loan in Subgroup II-2
having a net Mortgage Interest Rate as of the Cut-Off Date less than the
Required Coupon for Subgroup II-2.
Subgroup II-2 Mortgage Loans: Each Mortgage Loan listed on the
Mortgage Loan Schedule as a Subgroup II-2 Mortgage Loan.
Subgroup II-2 Non-Discount Loan: Any Subgroup II-2 Mortgage Loan
having a net Mortgage Interest Rate as of the Cut-Off Date equal to or in excess
of the Required Coupon for Subgroup II-2.
Subgroup II-2-PO Deferred Amount: With respect to Subgroup II-2 and
any Distribution Date on or prior to the Cross-Over Date, the sum of (1) the
applicable PO Percentage of the principal portion of Non-Excess Realized Losses
on each Subgroup II-2 Discount Loan allocated to the Class II-2-PO Certificates
on that date and (2) all amounts previously allocated to the Class II-2-PO
Certificates in respect of those losses and not distributed to the Class II-2-PO
Certificates on prior Distribution Dates.
Subordinated Amount: With respect to Group I and any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the
Group I Mortgage Loans for such Distribution Date over (b) the Class Certificate
Balances of the Group I Principal Certificates as of such Distribution Date
(after giving effect to the payment of the Group I Principal Remittance Amount
on such Certificates on that Distribution Date).
Subordination Deficiency: With respect to Group I and any
Distribution Date, the excess, if any, of (a) the Specified Subordinated Amount
applicable to such Distribution Date over (b) the Subordinated Amount applicable
to such Distribution Date.
Subordination Reduction Amount: With respect to Group I and any
Distribution Date, an amount equal to the lesser of (a) the Excess Subordinated
Amount and (b) the Net Monthly Excess Cash Flow.
Subsequent Recovery: As Group I Subsequent Recovery or a Group II
Subsequent Recovery, as applicable.
Subservicer: Any Person that services Mortgage Loans on behalf of
the applicable Servicer or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a
substantial portion of the material servicing functions required to be performed
by the applicable Servicer under this Agreement, with respect to some or all of
the Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.
Substitution Adjustment Amount: With respect to any Sale Agreement
or with respect to a Mortgage Loan substituted by the related Purchaser, an
amount of cash received from the applicable Original Loan Seller in connection
with a substitution for a Deleted Mortgage Loan.
Supplemental Interest Account: The separate account created pursuant
to Section 4.07 of this Agreement consisting of the Group I Interest Rate Swap
Agreement, the Class I-IO Interest and the right to receive Class I-IO
Shortfalls, subject to the obligation to pay amounts specified in Section 4.07.
The Account is created and maintained by the Trustee for the benefit of the
Certificateholders and designated "Deutsche Bank National Trust Company in the
name of registered holders of BCAP LLC Trust 2007-AA2 Mortgage Pass-Through
Certificates, Series 2007-AA2."
Swap LIBOR: With respect to any Distribution Date (and the related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used in the Group
I Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of (a) the
actual number of days in the Interest Accrual Period for the Group I LIBOR
Certificates divided by (b) 30.
Swap Termination Payment: Any payment payable by the Trust or the
Group I Swap Provider upon termination of the Group I Interest Rate Swap
Agreement as a result of an Event of Default (as defined in the Group I Interest
Rate Swap Agreement) or a Termination Event (as defined in the Group I Interest
Rate Swap Agreement).
Tax Matters Person: The Holder of the Class I-R Certificate is
designated as "tax matters person" of the Group I Pooling Tier REMIC-A, the
Group I Pooling Tier REMIC-B, the Group I Lower Tier REMIC and the Group I Upper
Tier REMIC, in the manner provided under Treasury Regulations Section
1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1. The Holder of the
Class II-AR Certificate is designated as "tax matters person" of the Group II
Pooling Tier REMIC, the Group II Lower Tier REMIC and the Group II Upper Tier
REMIC in the manner provided under Treasury Regulations Section 1.860F-4(d) and
Treasury Regulations Section 301.6231(a)(7)-1.
10-K Filing Deadline: As defined in Section 8.14(c).
Termination Price: As defined in Section 9.01.
Total Monthly Excess Spread: As to Loan Group I and any Distribution
Date, an amount equal to the excess if any, of (i) the interest collected (prior
to the Servicer Remittance Date) or advanced on the Group I Mortgage Loans for
Due Dates during the related Due Period (net of Expense Fees) over (ii) the sum
of (A) the interest payable to the Group I Principal Certificates on such
Distribution Date pursuant to Section 4.01(a)(i), (B) any Net Swap Payments
payable to the Group I Swap Provider and (C) any Swap Termination Payment (other
than a Defaulted Swap Termination Payment) payable to the Group I Swap Provider
from Group I Available Funds.
Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trigger Event: With respect to Group I, either a Cumulative Loss
Trigger Event or a Delinquency Trigger Event.
Trust: The express trust created hereunder in Section 2.01(c).
Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the related Cut-off Date, other than such amounts which
were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the
Excess Reserve Fund Account, Supplemental Interest Account, Collection Accounts,
Posted Collateral Account and the Distribution 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 rights of the Depositor under
the Group I Interest Rate Swap Agreement; (v) the rights of the Trust under the
Assignment Agreements, the Countrywide Servicing Agreement, the Xxxxx Fargo
Servicing Agreement, the Countrywide Sale Agreement and the Xxxxx Fargo Sale and
Servicing Agreement; (vi) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing; and (vii) the Representation Letter.
Trust REMIC: Any Group I Trust REMIC or Group II Trust REMIC, as
applicable.
Trustee: Deutsche Bank National Trust Company, a national banking
association, and its successors in interest and, if a successor trustee is
appointed hereunder, such successor.
Trustee Float Period: With respect to any Distribution Date and the
related amounts in the Distribution Account, the period commencing on the
Servicer Remittance Date and ending on such Distribution Date.
Undercollateralized Subgroup: With respect to one or more Subgroups
of Group II, each particular Subgroup of Group II on any Distribution Date for
which the Class Certificate Balances of the Group II Senior Certificates (other
than the related Class PO Certificates) of such Subgroup of Group II (after
giving effect to distributions to be made on such Distribution Date) is greater
than the Pool Balance of the related Subgroup of Group II (net of the PO
Percentage of any Discount Loans in such Subgroup of Group II) as of the
following Distribution Date.
Underwriters' Exemption: Any exemption listed in footnote 1 of, and
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002),
or amended by Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14979, or
any successor exemption.
Unpaid Interest Amount: As of any Distribution Date and any Class of
Group I Certificates, the sum of (a) the portion of the Group I Accrued
Certificate Interest Distribution Amount from prior Distribution Dates remaining
unpaid immediately prior to the current Distribution Date and (b) interest on
the amount in clause (a) above at the applicable Pass-Through Rate (to the
extent permitted by applicable law).
Unpaid Realized Loss Amount: With respect to any Class of Group I
Certificates and as to any Distribution Date, is the excess of (i) the Applied
Realized Loss Amounts with respect to such Class over (ii) the sum of (a) all
distributions in reduction of such Applied Realized Loss Amounts on all previous
Distribution Dates, and (b) the amount by which the Class Certificate Balance of
such Class has been increased due to the distribution of any Subsequent
Recoveries on all previous Distribution Dates. Any amounts distributed to a
Class of Certificates in respect of any Unpaid Realized Loss Amount will not be
applied to reduce the Class Certificate Balance of such Class.
U.S. Person: (i) A citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes) created or
organized in the United States or under the laws of the United States or of any
State thereof, including, for this purpose, the District of Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes) organized in
the United States or under the laws of the United States or of any State
thereof, including, for this purpose, the District of Columbia (unless provided
otherwise by future Treasury regulations); (iv) an estate whose income is
includible in gross income for United States income tax purposes regardless of
its source; or (v) 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 U.S. Persons have authority to control substantial decisions of the trust.
Notwithstanding the last clause of the preceding sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996, and treated as U.S. Persons prior to such date, may elect to continue to
be U.S. Persons.
Voting Rights: The portion of the voting rights of all of the
Certificates relating to such Loan Group which is allocated to any Certificate
in such Loan Group. As of any Determination Date and with respect to the Group I
Certificates, (a) 1% of all Voting Rights shall be allocated to the Class I-CE
Certificates, if any (such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their respective Percentage
Interests) and (b) the remaining Voting Rights shall be allocated among Holders
of the remaining Classes of Group I Certificates in proportion to the Class
Certificate Balances of their respective Certificates on such date. As of any
Determination Date and with respect to the Group II Certificates, (a) 1% of all
Voting Rights shall be allocated to each Class of Interest Only Certificates, if
any (such Voting Rights to be allocated among the holders of Certificates of
each such Class in accordance with their respective Percentage Interests), and
(b) the remaining Voting Rights shall be allocated among Holders of the
remaining Classes of Group II Certificates in proportion to the Class
Certificate Balances of their respective Certificates on such date.
Xxxxx Fargo: Xxxxx Fargo Bank, National Association, a national
banking association, and its successors in interest.
Xxxxx Fargo Assignment Agreement: The Assignment, Assumption and
Recognition Agreement, dated as of the Closing Date, among Xxxxx Fargo Bank,
N.A., the Trustee and the Depositor, relating to the Group II Mortgage Loans, a
copy of which is attached hereto as Exhibit N-1.
Xxxxx Fargo Sale and Servicing Agreement: The Seller's Warranties
and Servicing Agreement, dated as of February 1, 2007, by and between the
Depositor and Xxxxx Fargo, a copy of which is attached hereto as Exhibit L-1.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and interest of the
Depositor in and to the Trust Fund.
(b) In connection with the transfer and assignment of each Mortgage
Loan, the Depositor has delivered or caused to be delivered to the Custodian for
the benefit of the Certificateholders the following documents or instruments
with respect to each applicable Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed without recourse in blank
by the last endorsee, including all intervening endorsements showing a
complete chain of endorsement from the originator to the last endorsee;
(ii) the original Assignment of Mortgage in blank, unless the
Mortgage Loan is a MERS Mortgage Loan;
(iii) the related original Mortgage and evidence of its recording
or, in certain limited circumstances, a certified copy of the mortgage
with evidence of recording;
(iv) except with respect to a MERS Loan, originals of any
intervening Mortgage assignment or certified copies in either case
evidencing recording; provided, that the assignment may be in the form of
a blanket assignment or assignments, a copy of which with evidence of
recording shall be acceptable;
(v) originals of all assumption, modification, agreements or
certified copies thereof, in either case with evidence of recording if
required to maintain the lien of the mortgage or if otherwise required,
or, if recordation is not required, an original or copy of the agreement;
(vi) an original or copy of a title insurance policy or evidence of
title;
(vii) to the extent applicable, an original power of attorney; and
(viii) a security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage, if any.
The Depositor shall deliver to the Custodian the applicable recorded
document promptly upon receipt from the respective recording office but in no
event later than 120 days from the Closing Date.
From time to time, pursuant to the applicable Sale Agreement, each
Original Loan Seller may forward to the Custodian additional original documents,
additional documents evidencing an assumption, modification, consolidation or
extension of a Mortgage Loan, in accordance with the terms of such Sale
Agreement. All such mortgage documents held by the Custodian as to each Mortgage
Loan shall constitute the "Custodial File."
On or prior to the Closing Date, the Depositor shall deliver to the
Custodian Assignments of Mortgages (except in the case of MERS Loans), in blank,
for each applicable Mortgage Loan. On the Closing Date, the Original Loan Seller
will submit the Assignments of Mortgage for recordation, at such Original Loan
Seller's expense, pursuant to the applicable Sale Agreement.
In the event that such original or copy of any document submitted
for recordation to the appropriate public recording office is not so delivered
to the Custodian within the time period and in the manner specified in the
related Sale Agreement, the Trustee, upon written notice from the Custodian of
such failure, shall take or cause to be taken such remedial actions under such
Sale Agreement against the related Original Loan Seller as may be permitted to
be taken thereunder, including, without limitation, if applicable, the
repurchase by such Original Loan Seller of such Mortgage Loan. The foregoing
repurchase remedy shall not apply in the event that an Original Loan Seller
cannot deliver such original or copy of any document submitted for recordation
to the appropriate public recording office within the specified period due to a
delay caused by the recording office in the applicable jurisdiction; provided,
that such Original Loan Seller shall instead deliver a recording receipt of such
recording office or, if such recording receipt is not available, an officer's
certificate of an officer of such Original Loan Seller, confirming that such
document has been accepted for recording.
Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains or loses the
original Mortgage or assignment after it has been recorded, the obligations of
the related Original Loan Seller shall be deemed to have been satisfied upon
delivery by such Original Loan Seller to the Custodian prior to the Closing Date
of a copy of such Mortgage or assignment, as the case may be, certified (such
certification to be an original thereof) by the public recording office to be a
true and complete copy of the recorded original thereof.
(c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust (the "Trust") to be known, for convenience, as "BCAP LLC Trust 2007-AA2"
and Deutsche Bank National Trust Company is hereby appointed as Trustee in
accordance with the provisions of this Agreement.
(d) The Trust shall have the capacity, power and authority, and the
Trustee on behalf of the Trust is hereby authorized, to accept the sale,
transfer, assignment, set over and conveyance by the Depositor to the Trust of
all the right, title and interest of the Depositor in and to the Trust Fund
(including, without limitation, the Mortgage Loans and the Group I Interest Rate
Swap Agreement) pursuant to Section 2.01(a). The Trustee on behalf of the Trust
is hereby authorized to enter into the Group I Interest Rate Swap Agreement.
(e) The Trustee shall enforce the rights of the Trust under the
Representation Letter.
Section 2.02 Acceptance by the Custodian of the Mortgage Loans. The
Custodian shall acknowledge on the Closing Date receipt by the Custodian of the
documents identified in the Initial Certification in the form annexed hereto as
Exhibit E, and declares that it holds and will hold such documents and the other
documents delivered to it pursuant to Section 2.01, and that it holds or will
hold such other assets as are included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders. The
Custodian acknowledges that it will maintain possession of the related Mortgage
Notes in California, Minnesota or Utah.
Prior to and as a condition to the Closing Date, the Custodian shall
deliver via facsimile (with original to follow the next Business Day) to the
Depositor and the Trustee an Initial Certification, or as the Depositor agrees
to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of
Mortgage for each Mortgage Loan. The Custodian shall not be responsible to
verify the validity, sufficiency or genuineness of any document in any Custodial
File.
The Custodian shall deliver to the Trustee, the Depositor, the
Servicers and the Original Loan Sellers a Document Certification and Exception
Report, in the form annexed hereto as Exhibit F, within 90 days after the
Closing Date to the effect that, as to each applicable Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in such certification as an exception and
not covered by such certification): (i) all documents required to be delivered
to it are in its possession; (ii) such documents have been reviewed by it and
appear regular on their face and relate to such Mortgage Loan; (iii) based on
its examination and only as to the foregoing documents, the information set
forth in items (1), (2), (8), (32) and (34) of the Mortgage Loan Schedule
respecting such Mortgage Loan is correct; and each Mortgage Note has been
endorsed as provided in Section 2.01 of this Agreement.
The Custodian shall retain possession and custody of each applicable
Custodial File in accordance with and subject to the terms and conditions set
forth herein. The applicable Servicer shall promptly deliver to the Custodian,
upon the execution or receipt thereof, the originals of such other documents or
instruments constituting the Custodial File as come into the possession of such
Servicer from time to time.
The Trustee shall enforce the obligation of each Original Loan
Seller to cure or repurchase Mortgage Loans that do not conform to the
requirements of Sections 2.01 and 2.02 as determined in the Custodian's review
as required herein by notifying the applicable Original Loan Seller to correct
or cure such default. If the applicable Original Loan Seller fails or is unable
to correct or cure the defect or breach within the period set forth in the
applicable agreement, the Trustee shall notify the Depositor of such failure to
correct or cure. Unless otherwise directed by the Depositor within five (5)
Business Days after notifying the Depositor of such failure by the applicable
party to correct or cure, the Trustee, upon receipt of written notice from the
Custodian, shall notify the Depositor and the Depositor will cause the
applicable Original Loan Seller to repurchase the Mortgage Loan. The Trustee
shall enforce the obligation of each Original Loan Seller under the related Sale
Agreement to cure or repurchase Mortgage Loans for which there is a defect or a
breach of a representation or warranty thereunder of which a Responsible Officer
of the Trustee has received written notice, by notifying the applicable party to
correct or cure such default. If, within ten (10) Business Days of receipt of
such notice by such party, such party fails to repurchase such Mortgage Loan,
the Trustee shall notify the Depositor of such failure. The Trustee shall pursue
all legal remedies available to the Trustee, on behalf of the Trust, against the
applicable Servicer, the applicable Original Loan Seller and the related
Purchaser, as applicable, under this Agreement, the applicable Sale Agreement or
the applicable Servicing Agreement, as the case may be, if the Trustee has
received written notice from the Depositor directing the Trustee to pursue such
remedies. The Trustee will be reimbursed by the Trust for all costs and expenses
incurred by it in enforcing such legal remedies.
In the event that a Mortgage Loan shall have been repurchased
pursuant to a Sale Agreement or the Representation Letter, a Request for Release
in the form of Exhibit D hereto, shall be delivered to the Custodian and the
Custodian shall release within two Business Days the related Custodial File held
for the benefit of the Certificateholders to such Person as directed by the
applicable Servicer or the Depositor.
Upon the payment in full of any Mortgage Loan, or upon the receipt
by the applicable Servicer of a notification that payment in full shall be
escrowed in a manner customary for such purposes, the applicable Servicer will
notify the Trustee and the Custodian in the manner specified in the related
Servicing Agreement and shall request delivery to it of the Custodial File by
submitting a Request for Release, which Request for Release may be in an
electronic format in a form acceptable to the Custodian. Upon receipt of such
certification and Request for Release, the Custodian shall promptly release the
related Custodial File to the applicable Servicer within two (2) Business Days.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Custodian shall, upon
request of the related Servicer and delivery to the Custodian of a Request for
Release in the manner specified in the related Servicing Agreement which Request
for Release may be in an electronic format in a form acceptable to the
Custodian, release the related Custodial File to the applicable Servicer within
three (3) Business Days from the receipt of the applicable Request for Release,
and the Trustee shall, at the direction of such Servicer (which may be by a
Request for Release), execute such documents as shall be necessary to the
prosecution of any such proceedings.
Section 2.03 Execution and Delivery of Certificates. The Trustee
acknowledges the transfer and assignment to it of the Trust Fund and,
concurrently with such transfer and assignment, the Trustee has executed and
delivered to or upon the order of the Depositor, the Certificates in authorized
Denominations evidencing directly or indirectly the entire ownership of the
Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights
referred to above for the benefit of all present and future Holders of the
Certificates.
Section 2.04 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.
The "Startup Day" of each Trust REMIC for purposes of the REMIC Provisions shall
be the Closing Date. The "latest possible maturity date" of the regular
interests in each Group I Trust REMIC is the Distribution Date occurring in May
2047, which is the Distribution Date in the month following the month in which
the latest maturity date of any Group I Mortgage Loan occurs. The "latest
possible maturity date" of the regular interests in each Group II Trust REMIC is
the Distribution Date occurring in April 2037, which is the Distribution Date in
the month following the month in which the latest maturity date of any Group II
Mortgage Loan occurs.
Amounts distributable to the Class I-CE Certificates (prior to any
reduction for any Basis Risk Payment, Net Swap Payment or Swap Termination
Payment), exclusive of any amounts received from the Group I Swap Provider,
shall be deemed paid from the Group I Upper Tier REMIC in respect of the Class
I-CE Interest and the Class I-IO Interest to the Holders of the Class I-CE
Certificates prior to distribution of any Basis Risk Payments to the Group I
LIBOR Certificates or Swap Termination Payment to the Group I Swap Provider.
For federal income tax purposes, any amount distributed on the Group
I LIBOR Certificates on any Distribution Date in excess of the amount
distributable on their Group I Corresponding Class of Group I Upper Tier Regular
Interest on such Distribution Date shall be treated as having been paid from the
Excess Reserve Fund Account or the Supplemental Interest Account, as applicable,
and any amount distributable on such Group I Corresponding Class of Group I
Upper Tier Regular Interest on such Distribution Date in excess of the amount
distributable on the Group I Corresponding Class of Group I LIBOR Certificates
on such Distribution Date shall be treated as having been paid to the
Supplemental Interest Account as a Class I-IO Shortfall, all pursuant to and as
further provided in Section 8.15.
Section 2.05 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Custodian and the
Trustee that as of the date of this Agreement or as of such date specifically
provided herein:
(a) The Depositor is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware;
(b) The Depositor has the power and authority to convey the Mortgage
Loans and to execute, deliver and perform, and to enter into and consummate
transactions contemplated by, this Agreement;
(c) This Agreement has been duly and validly authorized, executed
and delivered by the Depositor, all requisite company action having been taken,
and, assuming the due authorization, execution and delivery hereof by the other
parties hereto, constitutes or will constitute the legal, valid and binding
agreement of the Depositor, enforceable against the Depositor in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights of creditors generally, and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law);
(d) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any governmental authority or court is required
for the execution, delivery and performance of or compliance by the Depositor
with this Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except as have been received or obtained on or
prior to the Closing Date;
(e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement,
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under (A) the certificate of formation or limited liability company
agreement of the Depositor, or (B) of any term, condition or provision of any
material indenture, deed of trust, contract or other agreement or instrument to
which the Depositor or any of its subsidiaries is a party or by which it or any
of its subsidiaries is bound; (ii) results or will result in a violation of any
law, rule, regulation, order, judgment or decree applicable to the Depositor of
any court or governmental authority having jurisdiction over the Depositor or
its subsidiaries; or (iii) results in the creation or imposition of any lien,
charge or encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or securing the
Mortgage Loans;
(f) There are no actions, suits or proceedings before or against or
investigations of, the Depositor pending, or to the knowledge of the Depositor,
threatened, before any court, administrative agency or other tribunal, and no
notice of any such action, which, in the Depositor's reasonable judgment, might
materially and adversely affect the performance by the Depositor of its
obligations under this Agreement, or the validity or enforceability of this
Agreement;
(g) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency that would materially and adversely affect its
performance hereunder; and
(h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,
and was the sole owner of each Mortgage Loan, free of any interest of any other
Person, and the Depositor has transferred all right, title and interest in each
Mortgage Loan to the Trustee. The transfer of the Mortgage Note and the Mortgage
as and in the manner contemplated by this Agreement is sufficient either (i)
fully to transfer to the Trustee, for the benefit of the Certificateholders, all
right, title, and interest of the Depositor thereto as note holder and mortgagee
or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the
security interest referred to in Section 10.04.
It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the
respective Custodial Files to the Custodian, and shall inure to the benefit of
the Trustee on behalf of the Certificateholders.
Section 2.06 Representations and Warranties of the Custodian.
The Custodian hereby represents and warrants to the Depositor and
the Trustee, as of the Closing Date:
(a) The Custodian is duly organized and is validly existing and in
good standing under the laws of its jurisdiction of incorporation and is duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Custodian or is otherwise not required under
applicable law to effect such qualification and, in any event, is in compliance
with the doing business laws of any such state, to the extent necessary to
perform any of its obligations under this Agreement in accordance with the terms
thereof.
(b) The Custodian has the full power and authority to execute,
deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary action
on the part of the Custodian the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery thereof by the other parties thereto, constitutes a legal, valid and
binding obligation of the Custodian, enforceable against the Custodian in
accordance with its terms, except that (i) the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(c) The execution and delivery of this Agreement by the Custodian,
the consummation of any other of the transactions contemplated by this
Agreement, and the fulfillment of or compliance with the terms thereof are in
the ordinary course of business of the Custodian and will not result in a
material breach of any term or provision of the articles of association or
bylaws of the Custodian.
ARTICLE III
TRUST ACCOUNTS
Section 3.01 Distribution Account and Excess Reserve Fund Account.
(a) The Trustee shall establish and maintain the Excess Reserve Fund Account, on
behalf of the Class I-CE Certificateholders, to receive any Basis Risk Payment
and to secure their limited recourse obligation to pay to the Group I LIBOR
Certificateholders any Basis Risk Carry Forward Amounts (prior to using any Net
Swap Receipts). For the avoidance of doubt, any Basis Risk Carry Forward Amounts
shall be paid to the Group I Principal Certificates first from the Excess
Reserve Fund Account and then from the Supplemental Interest Account. On each
Distribution Date, the Trustee shall deposit the amount of any Basis Risk
Payment received by it for such date into the Excess Reserve Fund Account. The
Excess Reserve Fund Account shall be a non-interest bearing account.
On each Distribution Date on which there exists a Basis Risk Carry
Forward Amount on any Class or Classes of Group I Principal Certificates, the
Trustee shall (1) withdraw from the Distribution Account, to the extent of funds
available therefor in the Distribution Account, and deposit in the Excess
Reserve Fund Account, as set forth in Section 4.01(a)(iii)(D), the lesser of (x)
the Class I-CE Distributable Amount (without regard to the reduction in clause
(iii) of the definition thereof with respect to Basis Risk Carry Forward Amount
or any Defaulted Swap Termination Payment) (to the extent remaining after the
distributions specified in Sections 4.01(a)(iii)(A)-(C)) and (y) the aggregate
Basis Risk Carry Forward Amounts of the Group I Principal Certificates for such
Distribution Date and (2) withdraw from the Excess Reserve Fund Account amounts
necessary to pay to such Class or Classes of Group I Principal Certificates the
related Basis Risk Carry Forward Amount. Such payments shall be allocated to
those Classes based upon the amount of Basis Risk Carry Forward Amount owed to
each such Class and shall be paid in the priority set forth in Section
4.01(a)(iii)(E).
The Trustee shall account for the Excess Reserve Fund Account as an
asset of a grantor trust under subpart E, Part I of subchapter J of the Code and
not as an asset of any Trust REMIC created pursuant to this Agreement. The
beneficial owners of the Excess Reserve Fund Account are the Class I-CE
Certificateholders. For all federal income tax purposes, amounts transferred by
the Group I Upper Tier REMIC to the Excess Reserve Fund Account shall be treated
as distributions by the Trustee to the Class I-CE Certificateholders in respect
of the Class I-CE Interest and then contributed by the Class I-CE
Certificateholders to the Excess Reserve Fund Account.
Any Basis Risk Carry Forward Amounts distributed by the Trustee to
the Group I Principal Certificateholders from the Excess Reserve Fund Account
shall be accounted for by the Trustee, for federal income tax purposes, as
amounts paid first to the Holders of the Class I-CE Certificates (in respect of
the Class I-CE Interest or the Class I-IO Interest, respectively) and then to
the respective Class or Classes of Group I Principal Certificates. In addition,
the Trustee shall account for the Group I Principal Certificateholders' rights
to receive payments of Basis Risk Carry Forward Amounts from the Excess Reserve
Fund Account (along with payments of Basis Risk Carry Forward Amounts and,
without duplication, Group I Upper Tier Carry Forward Amounts from the
Supplemental Interest Account) and obligation to pay Class I-IO Shortfalls to
the Supplemental Interest Account as rights and obligations in a limited
recourse notional principal contract between the Class I-CE Certificateholders
and the Holders of each such Class. Funds in the Excess Reserve Fund Account
shall remain uninvested.
Notwithstanding any provision contained in this Agreement, the
Trustee shall not be required to make any distributions from the Excess Reserve
Fund Account except as expressly set forth in this Section 3.01(a).
(b) The Trustee shall establish and maintain the Distribution
Account on behalf of the Certificateholders, which shall be a non-interest
bearing trust account. The Trustee shall, promptly upon receipt on the Business
Day received, deposit in the Distribution Account and retain therein the
following:
(i) the aggregate amount remitted by the applicable Servicer to the
Trustee pursuant to the applicable Servicing Agreement; and
(ii) any other amounts deposited hereunder which are required to be
deposited in the Distribution Account.
In the event that the applicable Servicer shall remit any amount not
required to be remitted pursuant to the applicable Servicing Agreement, and the
applicable Servicer pursuant to an Officer's Certificate directs the Trustee in
writing to withdraw such amount from the Distribution Account, the Trustee shall
return such funds to the applicable Servicer. All funds deposited in the
Distribution Account shall be held by the Trustee in trust for the
Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 4.01. In no event shall the Trustee incur
liability for withdrawals from the Distribution Account at the direction of a
Servicer.
The Trustee may invest the funds in the Distribution Account in one
or more Permitted Investments in accordance with Section 3.02. The Trustee may
withdraw from the Distribution Account any income or gain earned from the
investment of funds deposited therein during the Trustee Float Period for its
own benefit.
Section 3.02 Investment of Funds in the Distribution Account. (a)
The Trustee may (but shall not be obligated to) invest funds in the Distribution
Account during the Trustee Float Period (for purposes of this Section 3.02, such
Account is referred to as an "Investment Account"), in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand or maturing on such Distribution Date, in the case of an investment
that is an obligation of the Trustee, no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement. All such Permitted Investments shall be held
to maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trustee. The Trustee shall be entitled
to sole possession over each such investment, and any certificate or other
instrument evidencing any such investment shall be delivered directly to the
Trustee or its agent, together with any document of transfer necessary to
transfer title to such investment to the Trustee. In the event amounts on
deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trustee may:
(x) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an
amount equal to the lesser of (1) all amounts then payable
thereunder and (2) the amount required to be withdrawn on such
date; and
(y) demand payment of all amounts due thereunder that such
Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in the
Investment Account.
(b) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee during the Trustee
Float Period shall be subject to the Trustee's withdrawal in the manner set
forth in Section 8.06.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings. Notwithstanding the foregoing, the Trustee shall be
liable to the Trust for any such loss on any funds it has invested under this
Section 3.02 only during the Trustee Float Period, and the Trustee shall deposit
funds in the amount of such loss in the Distribution Account promptly after such
loss is incurred.
(d) The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the
Permitted Investments, (ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in certain Permitted
Investments. Such compensation is not payable or reimbursable under Section 8.06
of this Agreement.
(e) In order to comply with its duties under the USA Patriot Act of
2001 and other laws, rules and regulations applicable to banking institutions,
including those related to the funding of terrorist activities and money
laundering, the Trustee is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business
relationship with the Trustee. Accordingly, each of the parties agrees to
provide to the Trustee upon its request from time to time such party's complete
name, address, tax identification number and such other identifying information
together with copies of such party's constituting documentation, securities
disclosure documentation and such other identifying documentation as may be
available for such party.
(f) On or prior to each Distribution Date, the Custodian shall
deliver an invoice to the Trustee (which may be provided electronically),
setting forth the amount of the Custodian Fee for the related Distribution Date.
The Trustee shall remit the Custodian Fee to the Custodian payable out of the
compensation payable hereunder to the Trustee.
ARTICLE IV
DISTRIBUTIONS
Section 4.01 Priorities of Distribution. (a) Distributions on Group
I Certificates. On each Distribution Date, the Trustee will make the
disbursements and transfers from amounts then on deposit in the Distribution
Account in the following order of priority and to the extent of the Group I
Available Funds remaining and, on such Distribution Date, shall make
distributions on the Group I Certificates in accordance with such allocation:
(i) holders of each Class of Group I Principal Certificates and to
the Supplemental Interest Account in the following order of priority:
(A) from the Interest Remittance Amount, to the Supplemental
Interest Account, the sum of (x) all Net Swap Payments and (y) any
Swap Termination Payment owed to the Group I Swap Provider (to the
extent not previously received by the Group I Swap Provider as a
Replacement Group I Swap Provider Payment) other than a Defaulted
Swap Termination Payment, with respect to such Distribution Date;
(B) from any remaining Interest Remittance Amount, with
respect to the Subgroup I-1 Mortgage Loans, first to the Class I-1-A
Certificates and second, pro rata (based on amounts distributable
under clause (i)(C) below) to the Class I-2-A Certificates to the
extent unpaid in clause (i)(C) below, the Group I Accrued
Certificate Interest Distribution Amounts and Unpaid Interest
Amounts for those Classes of Certificates, as applicable;
(C) from any remaining Interest Remittance Amount, with
respect to the Subgroup I-2 Mortgage Loans, first, pro rata (based
on amounts distributable under this clause (i)(C)) to the Class
I-2-A Certificates and second, to the Class I-1-A Certificates to
the extent unpaid in clause (i)(B) above, the Group I Accrued
Certificate Interest Distribution Amounts and Unpaid Interest
Amounts for those Classes of Certificates, as applicable;
(D) from any remaining Interest Remittance Amount, to the
Class I-M-1 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
(E) from any remaining Interest Remittance Amount, to the
Class I-M-2 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
(F) from any remaining Interest Remittance Amount, to the
Class I-M-3 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
(G) from any remaining Interest Remittance Amount, to the
Class I-M-4 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
(H) from any remaining Interest Remittance Amount, to the
Class I-M-5 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
(I) from any remaining Interest Remittance Amount, to the
Class I-M-6 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date; and
(J) from any remaining Interest Remittance Amount, to the
Class I-M-7 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
(K) from any remaining Interest Remittance Amount, to the
Class I-M-8 Certificates, the Group I Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;
(ii) (A) on each Distribution Date (1) prior to the Stepdown Date or
(2) with respect to which a Trigger Event is in effect, to the
Supplemental Interest Account and to the Holders of the related Class or
Classes of Group I LIBOR Certificates then entitled to distributions of
principal, from Group I Available Funds remaining after making
distributions pursuant to clause (i) above, an amount equal to the Group I
Principal Distribution Amount in the following order of priority:
(1) to the extent unpaid after the distributions pursuant to
clause (i)(A) above, to the Supplemental Interest Account, the sum
of (x) all Net Swap Payments and (y) any Swap Termination Payment
(to the extent not previously received by the Group I Swap Provider
as a Replacement Group I Swap Provider Payment), other than a
Defaulted Swap Termination Payment, owed to the Group I Swap
Provider, if any;
(2) to the Class I-A Certificates, allocated as described in
Section 4.02(c), until the respective Class Certificate Balances
thereof are reduced to zero; and
(3) sequentially to the Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8
Certificates, in that order, until the respective Class Certificate
Balances are reduced to zero;
(B) on each Distribution Date (1) on and after the Stepdown Date and
(2) as long as a Trigger Event is not in effect, to the Supplemental
Interest Account and to the Holders of the related Class or Classes of
Group I LIBOR Certificates then entitled to distribution of principal,
from Group I Available Funds remaining on deposit in the Distribution
Account after making distributions pursuant to clause (i) above, an amount
equal to the Group I Principal Distribution Amount in the following
amounts and order of priority:
(1) to the extent unpaid after the distributions pursuant to
clause (i)(A) above, to the Supplemental Interest Account, the sum
of (x) all Net Swap Payments and (y) any Swap Termination Payment
(to the extent not previously received by the Group I Swap Provider
as a Replacement Group I Swap Provider Payment), other than a
Defaulted Swap Termination Payment, owed to the Group I Swap
Provider, if any;
(2) to the Class I-A Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and (y) the Class I-A Principal Distribution
Amount, allocated as described in Section 4.02(c), until their
respective Class Certificate Balances are reduced to zero;
(3) to the Class I-M-1 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above and (y) the Class
I-M-1 Principal Distribution Amount until their Class Certificate
Balance has been reduced to zero;
(4) to the Class I-M-2 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above and to the Class I-M-1
Certificateholders in clause (ii)(B)(3) above and (y) the Class
I-M-2 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero;
(5) to the Class I-M-3 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above, to the Class I-M-1
Certificateholders in clause (ii)(B)(3) above and to the Class I-M-2
Certificateholders in clause (ii)(B)(4) above and (y) the Class
I-M-3 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero;
(6) to the Class I-M-4 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above, to the Class I-M-1
Certificateholders in clause (ii)(B)(3) above, to the Class I-M-2
Certificateholders in clause (ii)(B)(4) above and to the Class I-M-3
Certificateholders in clause (ii)(B)(5) above and (y) the Class
I-M-4 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero;
(7) to the Class I-M-5 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above, to the Class I-M-1
Certificateholders in clause (ii)(B)(3) above, to the Class I-M-2
Certificateholders in clause (ii)(B)(4) above, to the Class I-M-3
Certificateholders in clause (ii)(B)(5) above and to the Class I-M-4
Certificateholders in clause (ii)(B)(6) above and (y) the Class
I-M-5 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero;
(8) to the Class I-M-6 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above, to the Class I-M-1
Certificateholders in clause (ii)(B)(3) above, to the Class I-M-2
Certificateholders in clause (ii)(B)(4) above, to the Class I-M-3
Certificateholders in clause (ii)(B)(5) above, to the Class I-M-4
Certificateholders in clause (ii)(B)(6) above and to the Class I-M-5
Certificateholders in clause (ii)(B)(7) above and (y) the Class
I-M-6 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero;
(9) to the Class I-M-7 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above, to the Class I-M-1
Certificateholders in clause (ii)(B)(3) above, to the Class I-M-2
Certificateholders in clause (ii)(B)(4) above, to the Class I-M-3
Certificateholders in clause (ii)(B)(5) above, to the Class I-M-4
Certificateholders in clause (ii)(B)(6) above, to the Class I-M-5
Certificateholders in clause (ii)(B)(7) and to the Class I-M-6
Certificateholders in clause (ii)(B)(8) above and (y) the Class
I-M-7 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero; and
(10) to the Class I-M-8 Certificates, the lesser of (x) the
excess of (i) the Group I Principal Distribution Amount over (ii)
the amounts distributed to the Supplemental Interest Account in
clause (ii)(B)(1) above and the amounts distributed to the Class I-A
Certificateholders in clause (ii)(B)(2) above, to the Class I-M-1
Certificateholders in clause (ii)(B)(3) above, to the Class I-M-2
Certificateholders in clause (ii)(B)(4) above, to the Class I-M-3
Certificateholders in clause (ii)(B)(5) above, to the Class I-M-4
Certificateholders in clause (ii)(B)(6) above, to the Class I-M-5
Certificateholders in clause (ii)(B)(7), to the Class I-M-6
Certificateholders in clause (ii)(B)(8) above and to the Class I-M-7
Certificateholders in clause (ii)(B)(9) above and (y) the Class
I-M-8 Principal Distribution Amount, until their Class Certificate
Balance has been reduced to zero;
(iii) any amount remaining after the distributions in clauses (i)
and (ii) above, plus as specifically indicated below, amounts on deposit
in the Excess Reserve Fund Account, shall be distributed in the following
order of priority:
(A) sequentially, to the Holders of the Class I-M-1, Class
I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class
I-M-7 and Class I-M-8 Certificates, in that order, any Unpaid
Interest Amount for each such Class;
(B) to the Holders of the Class I-A Certificates as follows:
(a) to the Holders of the Class I-1-A and Class
I-2-A Certificates, on a pro rata basis, any Unpaid Realized
Loss Amount in proportion to such amounts for each such Class;
and
(b) among the Class I-2-A Certificates, first to
the Class I-2-A-1 Certificates and then to the Class I-2-A-2
Certificates, any Group I Unpaid Realized Loss Amount for such
Class;
(C) sequentially, to the Holders of the Class I-M-1, Class
I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class
I-M-7 and Class I-M-8 Certificates, in that order, any Group I
Unpaid Realized Loss Amount for each such Class;
(D) to the Excess Reserve Fund Account, the amount of any
Basis Risk Payment (without regard to any Net Swap Receipts) for
such Distribution Date;
(E) from funds on deposit in the Excess Reserve Fund Account
with respect to that Distribution Date, an amount equal to any
remaining unpaid Basis Risk Carry Forward Amount with respect to the
Group I Principal Certificates for that Distribution Date, first,
concurrently to the Class I-A Certificates, pro rata, based on their
respective Class Certificate Balances immediately prior to that
Distribution Date, up to their respective unpaid remaining Basis
Risk Carry Forward Amounts (provided that, if for any Distribution
Date, after the allocation of the remaining unpaid Basis Risk Carry
Forward Amounts to the Class I-A Certificates, the remaining unpaid
Basis Risk Carry Forward Amounts for any of the Class I-A
Certificates is reduced to zero, any amount of remaining unpaid
Basis Risk Carry Forward Amounts that would have been allocated to
that Class I-A Certificate for that Distribution Date will instead
be allocated, pro rata, based on their respective remaining unpaid
Basis Risk Carry Forward Amounts, to the other Class I-A
Certificates to the extent the other Class I-A Certificates have any
remaining unpaid Basis Risk Carry Forward Amounts), and, second,
sequentially to the Class I-M-1, Class I-M-2, Class I-M-3, Class
I-M-4, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8
Certificates, in that order, in each case up to their respective
unpaid remaining Basis Risk Carry Forward Amounts;
(F) to the Supplemental Interest Account, the amount of any
Defaulted Swap Termination Payment owed to the Group I Swap
Provider;
(G) to the Holders of the Class I-CE Certificates, the
remainder of the Class I-CE Distributable Amount not distributed
pursuant to Sections 4.02(a)(iii)(A)-(F); and
(H) to the Holders of the Class I-R Certificates, any
remaining amount, in respect of each Group I Trust REMIC.
If on any Distribution Date, as a result of the foregoing allocation
rules, any Class of Class I-A Certificates does not receive in full the related
Group I Accrued Certificate Interest Distribution Amount or the related Unpaid
Interest Amount, if any, then such shortfall will be allocated to the Holders of
such Classes, with interest thereon, on future Distribution Dates, as an Unpaid
Interest Amount, subject to the priorities described above. In the event the
Class Certificate Balance of any Class of Group I Principal Certificates has
been reduced to zero, that Class of Certificates shall no longer be entitled to
receive any related unpaid Basis Risk Carry Forward Amounts except to the extent
the Class Certificate Balance is increased as a result of any Subsequent
Recovery for Loan Group I.
(b) Distributions on Group II Certificates. On each Distribution
Date, the Trustee will make the disbursements and transfers from amounts then on
deposit in the Distribution Account in the following order of priority and to
the extent of the Group II Available Funds remaining and, on such Distribution
Date, shall make distributions on the Group II Certificates in accordance with
such allocation:
first, concurrently,
(i) from the Group II Available Funds for Subgroup II-1, to
the Subgroup II-1 Certificates (other than the Class II-1-PO
Certificates), pro rata, the applicable Group II Accrued Certificate
Interest for that Distribution Date; provided, that for purposes of
distributions pursuant to this clause (A), the Group II Accrued
Certificate Interest for the Class II-1-IO Certificates will be
calculated solely on the basis of that portion of the Notional
Amount of the Class II-1-IO Certificates attributable to the
Subgroup II-1 Mortgage Loans; provided, further, that (i) the Group
II Accrued Certificate Interest with respect to the Class II-1-A-4,
Class II-1-A-6 and Class II-1-A-15 Certificates on or before the
applicable Class II-1-A-4 Accretion Termination Date, Class II-1-A-6
Accretion Termination Date or the Class II-1-A-15 Accretion
Termination Date, respectively, will be added to the Class
Certificate Balance of the Class II-1-A-4, Class II-1-A-6 and Class
II-1-A-15 Certificates, respectively, and distributed as principal;
(ii) from the Group II Available Funds for Subgroup II-2, to
the Class II-AR, Class II-2-A-1 Certificates and the Class II-2-IO
Certificates, pro rata, the applicable Group II Accrued Certificate
Interest for that Distribution Date; provided, that for purposes of
distributions pursuant to this clause (B), the Group II Accrued
Certificate Interest for the Class II-2-IO Certificates will be
calculated solely on the basis of that portion of the Notional
Amount of the Class II-2-IO Certificates attributable to the
Subgroup II-2 Mortgage Loans; and
second, concurrently,
(i) from the Group II Available Funds for Subgroup II-1, to
the Subgroup II-1 Certificates (other than the Class II-1-A-9 and
Class II-1-A-14 Certificates) and Class II-1-PO Certificates,
concurrently, as follows:
(A) to the Subgroup II-1 Certificates (other than the
Class II-1-A-9 and Class II-1-A-14 Certificates), the Group II
Senior Optimal Principal Amount for Subgroup II-1 for that
Distribution Date sequentially as follows:
(1) first, to the Class II-1-A-7 and Class
II-1-A-10 Certificates, pro rata, the Subgroup II-1
Priority Principal Distribution Amount, until their
Class Certificate Balances are reduced to zero;
(2) second, to the Class II-1-A-1, Class
II-1-A-11, Class II-1-A-12 and Class II-1-A-13
Certificates, pro rata, up to an amount of $1,900,000
until the Class Certificate Balances are reduced to
zero;
(3) third, sequentially to the Class II-1-A-5 and
Class II-1-A-6 Certificates, up to an amount of $445,000
until the Class Certificate Balances are reduced to
zero;
(4) fourth, sequentially to the Class II-1-A-8 and
Class II-1-A-15 Certificates, until their Class
Certificate Balances are reduced to zero;
(5) fifth, to the Class II-1-A-2 and Class
II-1-A-3 Certificates, pro rata, until their Class
Certificate Balances are reduced to zero;
(6) sixth, to the Class II-1-A-4 Certificates
until its Class Certificate Balance is reduced to zero;
(7) seventh, sequentially to the Class II-1-A-5
and Class II-1-A-6 Certificates, pro rata, until their
Class Certificate Balances are reduced to zero;
(8) eighth, to the Class II-1-A-1, Class
II-1-A-11, Class II-1-A-12 and Class II-1-A-13
Certificates, pro rata, until their Class Certificate
Balances are reduced to zero; and
(9) ninth, to the Class II-1-A-7 and Class
II-1-A-10 Certificates, pro rata, until their Class
Certificate Balances are reduced to zero; and
(10) ten, to the Class II-1-PO Certificates, the
Group II-1-PO Principal Distribution Amount for Subgroup
II-1 for that Distribution Date, until its Class
Certificate Balance is reduced to zero;
provided, however, that notwithstanding the priorities in clause (B)(1), on each
Distribution Date after the Cross-Over Date, distributions of principal on the
Subgroup II-1 Certificates (other than the Class II-1-A-9 and Class II-1-A-14
Certificates) will be made pro rata among all such Certificates based on their
Class Certificate Balances, until their Class Certificate Balances are reduced
to zero.
(ii) from the Group II Available Funds for Subgroup II-2, to the
Class II-AR, Class II-2-A-1 and Class II-2 Certificates, concurrently, as
follows:
(A) sequentially to the Class II-AR and Class II-2-A-1
Certificates, the Group II Senior Optimal Principal Amount for
Subgroup II-2 for that Distribution Date, until their Class
Certificate Balances are reduced to zero;
(B) to the Class II-2-PO Certificates, the Group II-2-PO
Principal Distribution Amount for Subgroup II-2 for that
Distribution Date, until its Class Certificate Balance is reduced to
zero; and
third, on any Distribution Date on or prior to the Cross-Over Date,
(A)(i) first, from any PO Recoveries for that Distribution Date related to
Subgroup II-1, to the Class II-1-PO Certificates, up to the Subgroup II-1-PO
Deferred Amount for that Distribution Date and (ii) second, from the remaining
Group II Available Funds for Subgroup II-1, to the Class II-1-PO Certificates,
up to the remaining Subgroup II-1-PO Deferred Amount for that Distribution Date;
and (B)(i) first, from any PO Recoveries for that Distribution Date related to
Subgroup II-2 to the Class II-2 Certificates, up to the Subgroup II-2-PO
Deferred Amount for that Distribution Date and (ii) second, from the remaining
Group II Available Funds for Subgroup II-2 to the Class II-2-PO Certificates, up
to the remaining Subgroup II-2-PO Deferred Amount for such Distribution Date;
provided that, (1) on any Distribution Date, the aggregate of the distributions
pursuant to clauses (A)(ii) and (B)(ii) of this priority third of the Group II
PO Deferred Amounts will not exceed the Group II Subordinate Principal
Distribution Amount for that Distribution Date, (2) such distributions will not
reduce the Class Certificate Balance of the Class II-1-PO Certificates of Class
II-2-PO Certificates and (3) no distribution will be made in respect of any such
Subgroup II-1-PO Deferred Amounts after the Cross-Over Date;
fourth, from the remaining Group II Available Funds for both
Subgroups in Group II in the aggregate, to the Class II-M-1 Certificates in the
following order: (1) the Group II Accrued Certificate Interest on the Class
II-M-1 Certificates for that Distribution Date and (2) the Class II-M-1
certificates' Allocable Share for that Distribution Date;
fifth, from the remaining Group II Available Funds for both
Subgroups in Group II in the aggregate, to the Class II-B-1 Certificates in the
following order: (1) the Group II Accrued Certificate Interest on the Class
II-B-1 Certificates for that Distribution Date and (2) the Class II-B-1
Certificates' Allocable Share for that Distribution Date;
sixth, from the remaining Group II Available Funds for both
Subgroups in Group II in the aggregate, to the Class II-B-2 Certificates in the
following order: (1) the Group II Accrued Certificate Interest on the Class
II-B-2 Certificates for that Distribution Date and (2) the Class II-B-2
Certificates' Allocable Share for that Distribution Date;
seventh, from the remaining Group II Available Funds for both
Subgroups in Group II in the aggregate, to the Class II-B-3 Certificates in the
following order: (1) the Group II Accrued Certificate Interest on the Class
II-B-3 Certificates for that Distribution Date and (2) the Class II-B-3
Certificates' Allocable Share for that Distribution Date;
eighth, from the remaining Group II Available Funds for both
Subgroups in Group II in the aggregate, to the Class II-B-4 Certificates in the
following order: (1) the Group II Accrued Certificate Interest on the Class
II-B-4 Certificates for that Distribution Date and (2) the Class II-B-4
Certificates' Allocable Share for that Distribution Date;
ninth, from the remaining Group II Available Funds for both
Subgroups in Group II in the aggregate, to the Class II-B-5 Certificates in the
following order: (1) the Group II Accrued Certificate Interest on the Class
II-B-5 Certificates for that Distribution Date and (2) the Class II-B-5
Certificates' Allocable Share for that Distribution Date; and
tenth, to the Class II-AR Certificates, any remaining portion (which
is expected to be zero) of the Group II Available Funds each Group II REMIC for
that Distribution Date.
(c) All principal distributions to the Class I-A Certificates on any
Distribution Date shall be allocated by the Trustee concurrently among the Class
I-1-A Certificates and the Class I-2-A Certificates based on the Class I-A
Principal Allocation Percentage for the Class I-1-A Certificates and the Class
I-2-A Certificates, as applicable. However, if the Class Certificate Balances of
the Class I-1-A Certificates are reduced to zero, then the remaining amount of
principal distributions distributable to the Class I-1-A Certificates on that
Distribution Date, and the amount of principal distributions distributable on
all subsequent Distribution Dates, shall be distributed by the Trustee to the
Class I-2-A Certificates, in accordance with the principal distribution
allocations set forth in this Section 4.02(c), until their respective Class
Certificate Balances have been reduced to zero. Any distributions of principal
to the Class I-1-A Certificates shall be made by the Trustee first from Group I
Available Funds relating to the Subgroup I-1 Mortgage Loans. Any distributions
of principal to the Class I-2-A Certificates shall be made by the Trustee first
from Group I Available Funds relating to the Subgroup I-2 Mortgage Loans.
Any principal distributions allocated to the Class I-2-A
Certificates shall be distributed by the Trustee to the Class I-2-A-1
Certificates and the Class I-2-A-2 Certificates, pro rata, based on their
respective Class Certificate Balances, until their Class Certificate Balances
have been reduced to zero.
(d) On any Distribution Date, any Relief Act Interest Shortfalls for
Loan Group I for such Distribution Date and Net Prepayment Interest Shortfalls
for such Distribution Date shall be allocated by the Trustee as a reduction in
the following order:
(i) First, to the portion of the Class I-CE Distributable Amount
allocable to interest; and
(ii) Second, pro rata, as a reduction of the Group I Accrued
Certificate Interest Distribution Amount for the Class I-A and Class I-M
Certificates, based on the amount of interest to which such Classes would
otherwise be entitled.
(e) On any Distribution Date, to the extent the Amount Available for
Subgroup II-1 Principal is insufficient to make the full distribution required
to be made pursuant to clause (i), priority second sub-clause (A) above, (x) the
amount distributable on the Class II-1-PO Certificates in respect of principal
pursuant to such clause (i), priority second sub-clause (A) above shall be equal
to the product of (1) the Amount Available for Subgroup II-1 Principal and (2) a
fraction, the numerator of which is the Group II PO Principal Distribution
Amount for Subgroup II-1 and the denominator of which is the sum of the Group II
PO Principal Distribution Amount for Subgroup II-1 and the Group II Senior
Optimal Principal Amount for Subgroup II-1 and (y) the amount distributable on
the Subgroup II-1 Certificates in respect of principal shall be equal to the
product of (1) the Amount Available for Subgroup II-1 Principal and (2) a
fraction, the numerator of which is the Senior Optimal Principal Amount for
Subgroup II-1 and the denominator of which is the sum of the Group II Senior
Optimal Principal Amount for Subgroup II-1 and the Group II PO Principal
Distribution Amount for Subgroup II-1.
On any Distribution Date, to the extent the Amount Available for
Subgroup II-2 Principal is insufficient to make the full distribution required
to be made pursuant to clause (ii), priority second sub-clause (B) above, (x)
the amount distributable on the Class II-2-PO Certificates in respect of
principal pursuant to such clause (ii), priority second sub-clause (B) above
shall be equal to the product of (1) the Amount Available for Subgroup II-2
Principal and (2) a fraction, the numerator of which is the Group II PO
Principal Distribution Amount for Subgroup II-2 and the denominator of which is
the sum of the Group II PO Principal Distribution Amount for Subgroup II-2 and
the Group II Senior Optimal Principal Amount for Subgroup II-2 and (y) the
amount distributable on the Subgroup II-2 Certificates in respect of principal
shall be equal to the product of (1) the Amount Available for Subgroup II-2
Principal and (2) a fraction, the numerator of which is the Group II Senior
Optimal Principal Amount for Subgroup II-2 and the denominator of which is the
sum of the Senior Optimal Principal Amount for Subgroup II-2 and the Group II PO
Principal Distribution Amount for Subgroup II-2.
(f) On each Distribution Date prior to the Class II-1-A-4 Accretion
Termination Date, the Class II-1-A-4 Accrual Amount will be added to the Class
Certificate Balance of the Class II-1-A-4 Certificates (and thereafter accrue
interest at the applicable Pass-Through Rate).
On each Distribution Date prior to the Class II-1-A-4 Accretion
Termination Date, the Class II-1-A-4 Accrual Amount, if any, will be distributed
as principal in the following order of priority:
(i) first, to the Class II-1-A-2 and Class II-1-A-3 Certificates,
pro rata, until the Class Certificate Balance for each such Class has been
reduced to zero, and
(ii) second, to the Class II-1-A-4 Certificates, until the Class
Certificate Balance for such class has been reduced to zero.
(g) On each Distribution Date prior to the Class II-1-A-6 Accretion
Termination Date, the Class II-1-A-6 Accrual Amount will be added to the Class
Certificate Balance of the Class II-1-A-6 Certificates (and thereafter accrue
interest at the applicable Pass-Through Rate).
On each Distribution Date prior to the Class II-1-A-6 Accretion
Termination Date, the Class II-1-A-6 Accrual Amount, if any, will be distributed
as principal sequentially to the Class II-1-A-5 and Class II-1-A-6 Certificates,
pro rata, until the Class Certificate Balance for each such class has been
reduced to zero.
(h) On each Distribution Date prior to the Class II-1-A-15 Accretion
Termination Date, the Class II-1-A-15 Accrual Amount will be added to the Class
Certificate Balance of the Class II-1-A-15 Certificates (and thereafter accrue
interest at the applicable Pass-Through Rate).
On each Distribution Date prior to the Class II-1-A-15 Accretion
Termination Date, the Class II-1-A-15 Accrual Amount, if any, will be
distributed as principal sequentially to the Class II-1-A-8 and Class II-1-A-15
Certificates, pro rata, until the Class Certificate Balance for each such class
has been reduced to zero.
Section 4.02 Subordination (a) On each Distribution Date, the amount
referred to in the definition of Accrued Certificate Interest (without any
reduction referred to therein) for each Class of Group II Senior Certificates
(other than the Class PO Certificates) and Group II Subordinate Certificates for
such Distribution Date shall be reduced by (i) the related Class's pro rata
share of Net Prepayment Interest Shortfalls with respect to the Mortgage Loans
in the related Subgroup, based on such Class's Accrued Certificate Interest for
such Distribution Date without taking into account such Net Prepayment Interest
Shortfalls and (ii) the related Class's pro rata share of (A) after the related
Special Hazard Coverage Termination Date with respect to each Mortgage Loan in
the related Subgroup, that became a Special Hazard Mortgage Loan during the
calendar month preceding the month of such Distribution Date, the excess of one
month's interest at the related net Mortgage Interest Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in such month over
the amount of Liquidation Proceeds applied as interest on such Mortgage Loan
with respect to such month, (B) after the related Bankruptcy Coverage
Termination Date with respect to each Mortgage Loan in the related Subgroup that
became subject to a Bankruptcy Loss during the calendar month preceding the
month of such Distribution Date, the interest portion of the related Deficient
Valuation, (C) each Relief Act Reduction incurred on a Mortgage Loan in the
related Subgroup, during the calendar month preceding the month of such
Distribution Date and (D) after the related Fraud Loss Coverage Termination Date
with respect to each Mortgage Loan in the related Subgroup that became a Fraud
Loan during the calendar month preceding the month of such Distribution Date,
the excess of one month's interest at the related net Mortgage Interest Rate on
the Stated Principal Balance of such Mortgage Loan as of the Due Date in such
month over the amount of Liquidation Proceeds applied as interest on such
Mortgage Loan with respect to such month. For purposes of calculating the
reduction in the amount referred to in clause (i) of the definition of Accrued
Certificate Interest for the Class II-1-IO and Class II-2-IO Certificates in
respect of any Subgroup, such reduction shall be based on the amount of interest
accruing on the portion of the Class II-1-IO Notional Amount or Class II-2-IO
Notional Amount, respectively, derived from such Subgroup. For purposes of
calculating the reduction in the amount referred to in the definition of Accrued
Certificate Interest for each Class of Group II Subordinate Certificates in
respect of any Subgroup, such reduction shall be based upon the amount of
interest accruing at the Required Coupon for such Subgroup, on such Class'
proportionate share, based on Class Certificate Balance, of the related Group II
Subgroup Subordinate Amount for that Distribution Date.(b) Notwithstanding the
priority and allocation contained in Section 4.02(b)(ii), if with respect to any
Class of Group II Subordinate Certificates on any Distribution Date, such Class
has not satisfied the related Class Prepayment Distribution Trigger, no
distribution of amounts pursuant to clauses (ii) and (iii) of the definition of
the Group II Subordinate Optimal Principal Amount will be made to any such
Classes (the "Restricted Classes") and the amount of such amounts pursuant to
clauses (ii) and (iii) of the definition of the applicable Group II Subordinate
Optimal Principal Amount otherwise distributable to the Restricted Classes shall
be distributed to any Classes of Group II Subordinate Certificates, which are
not Restricted Classes, having lower numerical Class designations than such
Class, pro rata based on their respective Class Certificate Balances immediately
prior to such Distribution Date. The calculation of any amount to be distributed
under this Section 4.02(d) shall be made by the applicable Servicer.
(c) On each Distribution Date, after application of Group II
Available Funds in accordance with Section 4.02(b)(i) items first and second,
the Trustee shall effect cross-collateralization among the Subgroups of Group II
Certificates in the following priority:
(i) Subject to Section 4.02(c), to the extent any Accrued
Certificate Interest with respect to any Class of Group II Senior
Certificates, the Class II-1-IO Certificates and the Class II-2-IO
Certificates remains unpaid after application of Group II Available Funds
in accordance with Section 4.02(b)(i) items first and second, Group II
Available Funds remaining after payments on the Group II Senior
Certificates shall be applied to cover such unpaid Accrued Certificate
Interest, and shall be applied pro rata based on the amounts of such
unpaid Accrued Certificate Interest to the extent there are insufficient
funds to pay such amounts in full.
(ii) Prior to the Cross-Over Date, to the extent any Group II PO
Deferred Amount has not been paid from Group II Available Funds for the
related Subgroup, the available Group II Subordinate Principal
Distribution Amount shall be applied to pay any such Group II PO Deferred
Amount.
(iii) If on any Distribution Date, one or more of the Subgroups of
Group II Certificates is an Undercollateralized Subgroup, the available
Group II Subordinate Principal Distribution Amount shall be paid to each
such Undercollateralized Subgroup as principal to the Group II Senior
Certificates of each such Undercollateralized Subgroup in accordance with
the priorities set forth in Section 4.02(b)(i) until the aggregate Class
Certificate Balance of the Senior Certificates of each such
Undercollateralized Subgroup equals the Stated Principal Balance of the
Mortgage Loans in the related Subgroup (net of the applicable PO
Percentage of the Stated Principal Balance of each Discount Mortgage Loan
in such Subgroup, if any). If more than one Subgroup is an
Undercollateralized Subgroup, the available Group II Subordinate Principal
Distribution Amount shall be distributed between such Undercollateralized
Subgroups pro rata according to Stated Principal Balances of the Mortgage
Loans in the related Subgroups. Any application of the Group II
Subordinate Principal Distribution Amount pursuant to this paragraph (iii)
will reduce distributions of such amount to the Group II Subordinate
Certificates in reverse order of priority pursuant to the priorities set
forth in Section 4.02(b)(ii)(A) through (L).
(iv) On or after the date on which the Class Certificate Balances of
all of the Group II Senior Certificates in any of the Subgroups have been
reduced to zero, amounts otherwise distributable as principal on the Group
II Subordinate Certificates, up to the applicable Apportioned Subordinate
Principal Distribution Amount, shall be paid pro rata as principal to the
remaining Group II Senior Certificates of such other Subgroup in
accordance with the priorities set forth in Section 4.02(b)(i), provided
that on such Distribution Date (a) the Aggregate Subordinate Percentage
for such Distribution Date is less than twice the initial Aggregate
Subordinate Percentage or (b) the average outstanding principal balance of
the 60+ Day Delinquent Mortgage Loans with respect to Group II Mortgage
Loans only as a percentage of the Subordinate Amount for the related
Subgroup is greater than or equal to 50%. Any application of the
applicable Apportioned Subordinate Principal Distribution Amount to the
Group II Senior Certificates pursuant to this paragraph will reduce
distributions of the Group II Subordinate Principal Distribution Amount to
the Group II Subordinate Certificates, pro rata, based on the Class
Certificate Balances of the Group II Subordinate Certificates.
(d) In the event that the Trust Fund is terminated pursuant to
Section 9.01(a), the Trustee shall remit the amount of any excess by wire
transfer of immediately available funds to the holders of the Class II-AR
Certificates in accordance with the instructions of the holders of the Class
II-AR Certificates.
Section 4.03 Allocation of Realized Losses for Group II. (a) On or
prior to each Distribution Date, the Servicer shall determine the total amount
of Realized Losses, including Excess Losses and the allocation of such total
amount for Group II as set forth below. Realized Losses occurring on the
Mortgage Loans shall be allocated as follows:
(i) the applicable PO Percentage of any Realized Loss, including any
Excess Loss, shall be allocated (A) to the Class II-1-PO Certificates in
the case of a Realized Loss occurring on any Discount Mortgage Loan in the
Subgroup II-1, until the Class Certificate Balance of the Class II-1-PO
Certificates is reduced to zero; and (B) to the Class II-2-PO
Certificates, in the case of a Realized Loss occurring on any Discount
Mortgage Loan in Subgroup II-2, until the Class Certificate Balance of the
Class II-2-PO Certificates is reduced to zero;
(ii) the applicable Non-PO Percentage of any Realized Loss with
respect to any Mortgage Loan (other than an Excess Loss) shall be
allocated first to the Group II Subordinate Certificates in reverse order
of their respective numerical Class designations (beginning with the Class
of Group II Subordinate Certificates then outstanding with the highest
numerical Class designation) until the respective Class Certificate
Balance of each such Class is reduced to zero, and second to the Group II
Senior Certificates of the related Subgroup (not including the Interest
Only Certificates and Class PO Certificates) pro rata on the basis of
their respective Class Certificate Balances immediately prior to the
related Distribution Date until the Class Certificate Balance of each such
Class has been reduced to zero; provided, however, that after the
Cross-Over Date, that the Class II-1-A-10 Certificates will also bear the
principal portion of all Realized Losses (other than Excess Losses)
allocable to the Class II-1-A-7 Certificates for so long as the Class
Certificate Balance of the Class II-1-A-10 Certificates is greater than
zero and the Class II-1-A-13 Certificates will also bear the principal
portion of all Realized Losses (other than Excess Losses) allocable to the
Class II-1-A-1, Class II-1-A-11, and Class II-1-A-12 Certificates for so
long as the Class Certificate Balance of the Class II-1-A-13 Certificates
is greater than zero.
(iii) the applicable Non-PO Percentage of any Excess Losses
occurring on any Mortgage Loan shall be allocated among (1) the Subgroup
II-1 Certificates, in the case of an Excess Loss on a Subgroup II-1
Mortgage Loan; and the Subgroup II-2 Certificates, in the case of an
Excess Loss on a Subgroup II-2 Mortgage Loan (other than, in each case,
the related Interest Only Certificates and Class PO Certificates of such
Subgroup) and (2) each Class of Group II Subordinate Certificates, in the
case of an Excess Loss on a Mortgage Loan, pro rata based upon their
respective Class Certificate Balances or, in the case of the Group II
Subordinate Certificates their pro rata portion of the Subordinated Amount
for the Subgroup which incurred the Excess Loss (based on their respective
Class Certificate Balances) after giving effect to distributions of
principal on such Distribution Date.
(b) The Class Certificate Balance of the Class of Group II
Subordinate Certificates then outstanding with the highest numerical Class
designation shall be reduced on each Distribution Date by the sum of (i) the
amount of any payments on the Class PO Certificates in respect of any PO
Deferred Amounts pursuant to Section 4.02(b) priority third, sub-clauses (A)(ii)
and (B)(ii) and (ii) the amount, if any, by which the aggregate of the Class
Certificate Balances of the Group II Senior Certificates (other than the Class
PO Certificates) and Group II Subordinate Certificates (after giving effect to
the distribution of principal and the allocation of Realized Losses with respect
to the Mortgage Loans) exceeds the aggregate Stated Principal Balance of the
Mortgage Loans in the related Subgroup for the following Distribution Date, less
any Deficient Valuations occurring before the Bankruptcy Loss Coverage Amount
has been reduced to zero and less the PO Percentage of any related Discount
Mortgage Loans; and
(c) Any allocation of Realized Losses to a Certificate or any
reduction in the Class Certificate Balance of a Certificate, pursuant to Section
4.03(a) or (b) above shall be accomplished by reducing the Class Certificate
Balance thereof, as applicable, immediately following the distributions made on
the related Distribution Date in accordance with the definition of "Class
Certificate Balance" herein; provided that no Realized Loss with respect any
Subgroup shall be allocated to reduce the Class Certificate Balance of a Group
II Senior Certificate (other than the Class PO Certificates) to the extent that
such allocation would reduce the aggregate Class Certificate Balance of all of
the Class PO Certificates (other than the Class PO Certificates) and Group II
Subordinate Certificates to an amount less than the aggregate Stated Principal
Balance for the Subgroups of Group II for the following Distribution Date minus
any related Deficient Valuations occurring before the related Bankruptcy Loss
Coverage Termination Date and minus the PO Percentage of any related Discount
Mortgage Loans (such limitation, the "Loss Allocation Limitation").
(d) Prior to the Cross-Over Date, with respect to any Non-PO
Recoveries received during a Prepayment Period with respect to any Mortgage
Loans, the Class Certificate Balance of one or more Classes of Certificates that
have previously had Realized Losses allocated, will be increased for the related
Distribution Date, as follows:
(i) first, up to the amount of the Non-PO Recoveries with respect to
a Subgroup, the Class Certificate Balance of each Class of Senior
Certificates (other than the Class PO Certificates and Interest Only
Certificates) in the Subgroup corresponding to such Subgroup will be
increased, pro rata, up to the amount of the excess, if any, of (x)
unrecovered Realized Losses previously allocated to each such Class, if
any over (y) amounts previously applied to the increase of the Class
Certificate Balance of such Class pursuant to this Section 4.03(d)(i); and
(ii) second, up to the amount of the Non-PO Recoveries remaining
after allocation pursuant to the preceding clause (i), the Class
Certificate Balance of each related Class of Group II Subordinate
Certificates, in order of seniority, will be increased, by the amount of
the excess, if any, of (x) unrecovered Realized Losses previously
allocated to each such Class, if any, over (y) amounts previously applied
to the increase of the Class Certificate Balance of such Class pursuant to
this Section 4.03(d)(ii)(A).
(e) With respect to any Distribution Date on or after the Cross-Over
Date, the Trustee shall distribute the amount of any Group II Subsequent
Recovery on a Group II Mortgage Loan received during the calendar month prior to
that Distribution Date as follows:
(i) (A) to the Class II-1-PO Certificates, the PO Percentage of any
Recovery on a Subgroup II-1 Mortgage Loan and (B) to the Class II-2-PO
Certificates, the PO Percentage of any Recovery on a Subgroup II-2
Mortgage Loan; and
(ii) to the Classes of Senior Certificates (other than the Class PO
Certificates and Interest Only Certificates) of the Subgroup corresponding
to the Subgroup of the Mortgage Loan for which the Group II Subsequent
Recovery was received, pro rata, the amount of the Group II Subsequent
Recovery remaining after distribution pursuant to the preceding clause
(i);
provided, however, that any distribution to a Class of Certificates pursuant to
this Section 4.03(e) shall not reduce the Class Certificate Balance of such
Class.
Section 4.04 Monthly Statements to Certificateholders. (a) Not later
than each Distribution Date, the Trustee shall make available to each
Certificateholder, the Servicers, the Depositor and each Rating Agency a
statement based in part on information provided by the applicable Servicer
setting forth with respect to the related distribution:(i)the actual
Distribution Date, the related Record Date, the Interest Accrual Period(s) for
each Class for such Distribution Date and the LIBOR Determination Date for such
Interest Accrual Period;
(ii) the amount of Group I Available Funds and Group II Available
Funds;
(iii) (A) the amount of Group I Available Funds allocable to
principal, the Group I Principal Remittance Amount (separately identifying
the components thereof) and the Group I Principal Distribution Amount (and
the calculation thereof) and (B) the amount of Group II Available Funds
allocable to principal, the Group II Principal Remittance Amount
(separately identifying the components thereof) and the Group II Principal
Distribution Amount (and the calculation thereof);
(iv) the amount of Group I Available Funds allocable to interest and
each Group I Interest Remittance Amount and the amount of Group II
Available Funds allocable to interest;
(v) with respect to Group I only, the amount of any Unpaid Interest
Amount for each Class included in such distribution and any remaining
Unpaid Interest Amounts after giving effect to such distribution, any
Basis Risk Carry Forward Amount for each Class of Group I Certificates,
the amount of such Basis Risk Carry Forward Amount covered by withdrawals
from the Excess Reserve Fund Account or the Supplemental Interest Account
on such Distribution Date;
(vi) for each Loan Group, the aggregate amount of any Principal
Prepayments and repurchase proceeds included in the distributions to
Certificateholders;
(vii) with respect to Group I only, if the distribution to the
Holders of such Class of Certificates is less than the full amount that
would be distributable to such Holders if there were sufficient funds
available therefor, the amount of the shortfall and the allocation of the
shortfall as between principal and interest, including any Basis Risk
Carry Forward Amount not covered by amounts in the Excess Reserve Fund
Account or the Supplemental Interest Account and any Basis Risk Carry
Forward Amount not covered by amounts in the Excess Reserve Fund Account;
(viii) the Class Certificate Balance of each Class of Certificates
before and after giving effect to the distribution of principal on such
Distribution Date and the aggregate amount of all Advances recovered
during the related Due Period;
(ix) the Group I Pool Stated Principal Balance and Group II Pool
Stated Principal Balance for the related Distribution Date;
(x) the amount of the Expense Fees paid to or retained by the
Servicers or the Trustee with respect to such Distribution Date, in each
case, identifying the general purpose of such fees;
(xi) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;
(xii) for each Loan Group, the amount of Advances included in the
distribution on such Distribution Date and the aggregate amount of
Advances reported by the Servicers (and the Trustee as successor servicer
and any other successor servicer, if applicable) as outstanding as of the
close of business on the Determination Date immediately preceding such
Distribution Date;
(xiii) for each Loan Group, the number and aggregate outstanding
principal balances of Mortgage Loans in such Loan Group (1) as to which
the Scheduled Payment is delinquent (as calculated in accordance with the
MBA method) 30 to 59 days, 60 to 89 days, 90 or more days, and in such
other periods and for such times as required by Regulation AB, (2) that
have become REO Property, (3) that are in foreclosure and (4) that are in
bankruptcy, in each case as of the close of business on the last Business
Day of the immediately preceding month;
(xiv) for each Loan Group, for each of the preceding 12 calendar
months, or all calendar months since the related Cut-off Date, whichever
is less, the aggregate dollar amount of the Scheduled Payments for such
Loan Group (A) due on all Outstanding Mortgage Loans in such Loan Group on
each of the Due Dates in each such month and (B) delinquent 60 days or
more on each of the Due Dates in each such month (as calculated in
accordance with the MBA method);
(xv) for each Loan Group, with respect to any Mortgage Loans in such
Loan Group that became REO Properties during the preceding calendar month,
the aggregate number of such Mortgage Loans and the aggregate outstanding
principal balance of such Mortgage Loans as of the close of business on
the Determination Date preceding such Distribution Date of the REO
Properties;
(xvi) for each Loan Group, the total number and outstanding
principal balance of any REO Properties in such Loan Group (and market
value, if available) as of the close of business on the Determination Date
preceding such Distribution Date;
(xvii) with respect to Group I only, whether a Trigger Event has
occurred and is continuing (including the calculation demonstrating the
existence of the Trigger Event);
(xviii) with respect to Group I only, the amount on deposit in each
Excess Reserve Fund Account and the Supplemental Interest Account (after
giving effect to distributions on such Distribution Date);
(xix) with respect to Group I only, in the aggregate and for each
Class of Certificates, the aggregate amount of Applied Realized Loss
Amounts incurred during the preceding calendar month and aggregate Applied
Realized Loss Amounts through such Distribution Date;
(xx) with respect to Group I only, the amount of any Net Monthly
Excess Cash Flow on such Distribution Date and the allocation of it to the
related Certificateholders with respect to Unpaid Interest Amounts,
Applied Realized Loss Amounts, Basis Risk Carry Forward Amounts;
(xxi) with respect to Group I only, the amount of any Net Swap
Payments, Net Swap Receipts, Swap Termination Payments or Defaulted Swap
Termination Payments;
(xxii) LIBOR and Swap LIBOR;
(xxiii) with respect to Group I only, the Subordinated Amount and
Specified Subordinated Amount;
(xxiv) with respect to Group I only, the Cumulative Loss Percentage
and the aggregate amount of Realized Losses used to calculate the
Cumulative Loss Percentage;
(xxv) with respect to Group I only, the amount distributed on the
Class I-CE Certificates;
(xxvi) for each Loan Group, with respect to each Class of
Certificates, any amounts not covered by Compensating Interest on such
Distribution Date;
(xxvii) for each Loan Group, the number of mortgage loans in the
applicable loan group with respect to which a reduction in the mortgage
interest rate has occurred pursuant to the Relief Act, as well as the
amount of any Interest Shortfalls during the related due period; both in
the aggregate and for each class of certificates in the applicable loan
group;
(xxviii) if provided by the applicable Servicer, for the applicable
Loan Group, any material changes to methodology regarding calculations of
delinquencies and charge offs;
(xxix) if provided by the applicable Servicer, for the applicable
Loan Group, any material modifications, extensions or waivers to pool
asset terms, fees, penalties or payments during the distribution period or
that have cumulatively become material over time;
(xxx) if provided by the applicable Servicer, for the applicable
Loan Group, material breaches of pool asset representations or warranties
or transaction covenants;
(xxxi) if provided by the applicable Servicer, for the applicable
Loan Group, if applicable, information regarding any new issuance of asset
backed securities backed by the same asset pool, any pool asset changes
(other than in connection with a pool asset converting into cash in
accordance with its terms), such as additions or removals in connection
with a prefunding period and pool asset substitutions and repurchases (and
purchase rates, if applicable), and cash flows available for future
purchases, such as the balances of any prefunding or revolving accounts,
if applicable;
(xxxii) if provided by the applicable Servicer, for the applicable
Loan Group, any material changes in the solicitation, credit granting,
underwriting, origination, acquisition or pool selection criteria or
procedures, as applicable, used to originate, acquire or select the new
pool assets;
(xxxiii) the amount of any Subsequent Recoveries for each Loan Group
for such Distribution Date; and
(xxxiv) for each Loan Group, the number of Mortgage Loans in such
Loan Group at the beginning and end of the applicable reporting period,
the pool factor, and the weighted average interest rate, and weighted
average remaining term.
In addition, each Form 10-D prepared and filed by the Trustee
pursuant to Section 8.12 shall include the following information with respect to
the related distribution:
(i) material breaches of Mortgage Loan representations and
warranties of which the Trustee has actual knowledge or has received
written notice; and
(ii) material breaches of any covenants under this Agreement of
which the Trustee has actual knowledge or has received written notice.
(b) The Trustee's responsibility for providing the above statement
to the Certificateholders, each Rating Agency and the Depositor is limited, if
applicable, to the availability, timeliness and accuracy of the information
derived from the Servicers. The Trustee shall make available the above statement
via the Trustee's internet website. The Trustee's website will initially be
located at xxxxx://xxx.xxx.xx.xxx/xxxx and assistance in using the website can
be obtained by calling the Trustee's investor relations desk at 0-000-000-0000.
A paper copy of the above statement will also be made available upon request.
Parties that are unable to use the website are entitled to have a paper copy
mailed to them via first class mail by calling the investor relations desk and
indicating such. The Trustee may change the way the monthly statements to
Certificateholders are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any such
changes. As a condition to access the Trustee's internet website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee will
not be liable for the dissemination of information in accordance with this
Agreement.
The Trustee shall make available to each Analytics Company via the
Trustee's internet website each statement to Certificateholders prepared
pursuant to this Section 4.02(b). The Trustee shall cooperate in good faith with
the Depositor and the Servicers to reconcile any discrepancies in such
statements, and the Trustee shall provide any corrections to such statements to
each Analytics Company as soon as reasonably practicable after the related
Distribution Date.
The Trustee will also be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the monthly statement to Certificateholders
and may affix thereto any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).
(c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in clauses (a)(iii) and (a)(v) of this Section 4.02
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.
(d) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments made or received under the Group I Interest Rate Swap Agreement and
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. Such amounts shall be deemed to have been distributed to
such Certificateholders for all purposes of this Agreement.
Section 4.05 Allocation of Applied Realized Loss Amounts on Group I
Certificates. Any Applied Realized Loss Amounts relating to Loan Group I shall
be allocated by the Trustee to the most junior Class of Group I Subordinated
Certificates then Outstanding in reduction of the Class Certificate Balance
thereof and after the Class Certificate Balance of each Class of Group I
Subordinated Certificates is reduced to zero, first if the Class Certificate
Balance of the Class I-1-A Certificates exceeds the aggregate Stated Principal
Balance of the Subgroup I-1 Mortgage Loans, the amount of such excess will be
applied to reduce the Class Certificate Balance of the Class I-1-A Certificates,
until its Class Certificate Balance has been reduced to zero, and second, if the
Class Certificate Balance of the Class I-2-A Certificates exceeds the aggregate
Stated Principal Balance of the Subgroup I-2 Mortgage Loans, the amount of such
excess will be applied to reduce the Class Certificate Balance of the Class
I-2-A Certificates, until its Class Certificate Balance has been reduced to
zero. Among the Class I-2-A Certificates, the aggregate principal balance of the
Class I-2-A-2 and Class I-2-A-1 Certificates will be reduced in that order.
In the event Applied Realized Loss Amounts are allocated to any
Class of Certificates, their Class Certificate Balances shall be reduced by the
amount so allocated and no funds shall be distributed with respect to the
written down amounts or with respect to interest or Basis Risk Carry Forward
Amounts on the written down amounts on that Distribution Date or any future
Distribution Dates, even if funds are otherwise available therefor.
Notwithstanding the foregoing, the Class Certificate Balance of each
Class of Certificates of a Group that has been previously reduced by Applied
Realized Loss Amounts will be increased, in that order or seniority, by the
amount of the Subsequent Recoveries for the related Loan Group (but not in
excess of the Applied Realized Loss Amount allocated to the applicable Class of
Certificates).
Section 4.06 Certain Matters Relating to the Determination of LIBOR.
LIBOR shall be calculated by the Trustee in accordance with the definition of
LIBOR. Until all of the Principal Certificates are paid in full, the Trustee
shall at all times retain at least four Reference Banks for the purpose of
determining LIBOR with respect to each LIBOR Determination Date. The Trustee
initially shall designate the Reference Banks (after consultation with the
Depositor). Each "Reference Bank" shall be a leading bank engaged in
transactions in Eurodollar deposits in the international Eurocurrency market,
shall not control, be controlled by, or be under common control with, the
Trustee and shall have an established place of business in London. If any such
Reference Bank should be unwilling or unable to act as such or if the Trustee
should terminate its appointment as Reference Bank, the Trustee shall promptly
appoint or cause to be appointed another Reference Bank (after consultation with
the Depositor). The Trustee shall have no liability or responsibility to any
Person for (i) the selection of any Reference Bank for purposes of determining
LIBOR or (ii) any inability to retain at least four Reference Banks which is
caused by circumstances beyond its reasonable control.
(i) The Pass-Through Rate for each Class of Principal Certificates
for each Interest Accrual Period shall be determined by the Trustee on
each LIBOR Determination Date so long as the Principal Certificates are
Outstanding on the basis of LIBOR and the respective formulae appearing in
footnotes corresponding to the Principal Certificates in the table
relating to the Certificates in the Preliminary Statement. The Trustee
shall not have any liability or responsibility to any Person for its
inability, following a good-faith reasonable effort, to obtain quotations
from the Reference Banks or to determine the arithmetic mean referred to
in the definition of LIBOR, all as provided for in this Section 4.04 and
the definition of LIBOR. The establishment of LIBOR and each Pass-Through
Rate for the Principal Certificates by the Trustee shall (in the absence
of manifest error) be final, conclusive and binding upon each Holder of a
Certificate and the Trustee.
Section 4.07 Supplemental Interest Account and Posted Collateral
Account. On the Closing Date, the Trustee shall establish and maintain in its
name, a separate non-interest bearing trust account for the benefit of the
holders of the Group I Principal Certificates and the Class I-CE Certificates
(the "Supplemental Interest Account") as a part of the Trust Fund. The
Supplemental Interest Account shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including, without limitation, other moneys of the Trustee
held pursuant to this Agreement. Funds in the Supplemental Interest Account
shall remain uninvested.
On the Business Day immediately preceding any Distribution Date,
Swap Termination Payments, Net Swap Payments owed to the Group I Swap Provider
and Net Swap Receipts for that Distribution Date will be deposited into the
Supplemental Interest Account, prior to distribution to Certificateholders. With
respect to any Distribution Date, funds in the Supplemental Interest Account
will be distributed in the following order of priority:
(i) to the Group I Swap Provider, the sum of (x) all Net Swap
Payments and (y) any Swap Termination Payment (to the extent not
previously received by the Group I Swap Provider as a Replacement Group I
Swap Provider Payment), other than a Defaulted Swap Termination Payment,
to the Group I Swap Provider, if any, owed for that Distribution Date;
(ii) concurrently, to the Class I-A Certificates, to pay Group I
Accrued Certificate Interest Distribution Amounts and, if applicable, any
Unpaid Interest Amounts as described in Section 4.01(a)(i) above, to the
extent unpaid from Group I Available Funds;
(iii) sequentially, to the Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8
Certificates, in that order, to pay Group I Accrued Certificate Interest
and, if applicable, Unpaid Interest Amounts for such Classes to the extent
unpaid from other Group I Available Funds;
(iv) to the Group I Principal Certificates, to pay any Basis Risk
Carry Forward Amounts as described, and in the same manner and priority as
set forth in Section 4.01(a)(iii)(E) above, to the extent unpaid from
other Group I Available Funds (including funds on deposit in the Excess
Reserve Fund Account);
(v) first to the Class I-A Certificates, and then sequentially to
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7 and Class I-M-8 Certificates, in that order, to pay
principal as described, and in the same manner and order of priority as
set forth, in Section 4.01(a)(ii)(A) or 4.01(a)(ii)(B) above, as
applicable, but only to the extent necessary to restore the Subordinated
Amount to the Specified Subordinated Amount as a result of current or
prior Realized Losses in Loan Group I not previously reimbursed, after
giving effect to payments and distributions from other Group I Available
Funds;
(vi) to the Class I-A certificates, as follows:
(A) to the Class I-1-A and Class I-2-A Certificates, on a pro rata
basis, in each case in an amount equal to the remaining Unpaid Realized Loss
Amount for such Class, to the extent unpaid from other Group I Available Funds;
and
(B) among the Class I-2-A Certificates, first to the Class I-2-A-1
Certificates and then Class I-2-A-2 Certificates to the in an amount equal to
the remaining Unpaid Realized Loss Amount for such Class, to the extent unpaid
from other Group I Available Funds;
(vii) sequentially, to the Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7 and Class I-M-8
Certificates, in that order, to pay any Unpaid Realized Loss Amounts, in
each case in an amount equal to the remaining Unpaid Realized Loss Amount
for each such Class, to the extent unpaid from other Group I Available
Funds;
(viii) to the Group I Swap Provider, any Defaulted Swap Termination
Payment owed to the Group I Swap Provider for that Distribution Date; and
(ix) to the Holders of the Class I-CE Certificates, any remaining
amounts.
Notwithstanding any other provision in this Agreement, in the event
that the Group I Interest Rate Swap Agreement is terminated and the Trust enters
into a replacement Group I Interest Rate Swap Agreement and the Trust is
entitled to receive a payment from a replacement Group I Swap Provider, the
Trustee shall direct the replacement Group I Swap Provider to make such payment
(the "Replacement Group I Swap Provider Payment") to the Supplemental Interest
Account. The Group I Swap Provider shall be entitled to receive from the
Supplemental Interest Account the lesser of (x) the amount so received from the
Replacement Group I Swap Provider and (y) any Swap Termination Payment owed to
the Group I Swap Provider (to the extent not already paid by the Trust) that is
being replaced immediately upon receipt of the Replacement Group I Swap Provider
Payment, regardless of whether the date of receipt thereof is a Distribution
Date; provided that to the extent that the Replacement Group I Swap Provider
Payment is less than the Swap Termination Payment owed to the Group I Swap
Provider, any remaining amounts will be paid to the Group I Swap Provider on the
subsequent Distribution Date (unless the Replacement Group I Swap Provider
Payment is paid to the Group I Swap Provider on a Distribution Date, in which
case such remaining amounts will be paid on such Distribution Date) in
accordance with the priority of payments described in Section 4.01 of this
Agreement. For the avoidance of doubt, the parties agree that the Group I Swap
Provider shall have first priority to any Replacement Group I Swap Provider
Payment over the payment by the Trust to Certificateholders, any Servicer, the
Custodian, the Trustee or any other Person.
Notwithstanding the foregoing, in the event that the Trust receives
a Swap Termination Payment and a successor Group I Swap Provider cannot be
obtained, then the Trustee shall deposit the Swap Termination Payment into a
separate non-interest bearing reserve account that constitutes a part of the
Supplemental Interest Account. On each subsequent Distribution Date (so long as
funds are available in the applicable reserve account), the Trustee shall
withdraw from such reserve account and deposit into the Supplemental Interest
Account an amount equal to the amount of any Net Swap Receipt due the Trust
under the Group I Interest Rate Swap Agreement (calculated in accordance with
the terms of the original Group I Interest Rate Swap Agreement) and treat such
amount as a Net Swap Receipt for purposes of determining the distributions from
the Supplemental Interest Account.
Upon termination of the Trust, any amounts remaining in the
Supplemental Interest Account shall be distributed pursuant to the priorities
set forth in this Section 4.05.
The Trustee shall account for the Supplemental Interest Account as
assets of a grantor trust under subpart E, Part I of subchapter J of the Code
and not as an asset of any Trust REMIC created pursuant to this Agreement. The
beneficial owners of the Supplemental Interest Account are the Class I-CE
Certificateholders. For federal income tax purposes, Net Swap Payments and Swap
Termination Payments payable to the Group I Swap Provider from Group I Available
Funds shall be deemed to be paid to the Supplemental Interest Account from the
Group I Upper Tier REMIC, first, by the Holder of the Class I-CE Certificates
(in respect of the Class I-IO Interest and, if applicable, Class I-CE Interest)
and second, other than any Defaulted Swap Termination Payment, by the Holders of
the applicable Class or Classes of Group I LIBOR Certificates (in respect of
Class I-IO Shortfalls) as and to the extent provided in Section 8.15.
Any Basis Risk Carry Forward Amounts and, without duplication, Group
I Upper Tier Carry Forward Amounts distributed by the Trustee to the Group I
LIBOR Certificateholders from the Excess Reserve Fund Account or the
Supplemental Interest Account shall be accounted for by the Trustee, for federal
income tax purposes, as amounts paid first to the Holders of the Class I-CE
Certificates (in respect of the Class I-CE Interest or the Class I-IO Interest,
respectively) and then to the respective Class or Classes of Group I LIBOR
Certificates. In addition, the Trustee shall account for the rights of Holders
of each Class of Group I LIBOR Certificates to receive payments of Basis Risk
Carry Forward Amounts and, without duplication, Group I Upper Tier Carry Forward
Amounts from the Supplemental Interest Account (along with Basis Risk Carry
Forward Amounts payable from the Excess Reserve Fund Account) and the obligation
to pay Class I-IO Shortfalls to the Supplemental Interest Account as rights and
obligations in a separate limited recourse notional principal contract between
the Class I-CE Certificateholders and of Holders of each such Class.
The Supplemental Interest Account shall be an "outside reserve fund"
for federal income tax purposes and not an asset of any Group I Trust REMIC.
Furthermore, the Holders of the Class I-CE Certificates shall be the beneficial
owners of the Supplemental Interest Account for all federal income tax purposes,
and shall be taxable on all income earned thereon, and any amounts reimbursed
from the Group I Upper Tier REMIC to the Supplemental Interest Account shall be
treated as having been distributed to the Holders of the Class I-CE
Certificates.
In the event the Group I Swap Provider does not deliver the Delivery
Amount (as defined in the Group I Interest Rate Swap Agreement) to the Trustee,
the Trustee shall provide notice of such failure to the Group I Swap Provider
within one Business Day of such failure.
With respect to the failure of the Group I Swap Provider to perform
any of its obligations under the Group I Interest Rate Swap Agreement, the
breach by the Group I Swap Provider of any of its representations and warranties
made pursuant to the Group I Interest Rate Swap Agreement, or the termination of
the Group I Interest Rate Swap Agreement, the Trustee shall send any notices and
make any demands, on behalf of the Trust as are required under the Group I
Interest Rate Swap Agreement.
The Depositor shall cause the replacement Group I Swap Provider to
provide a copy of the replacement Group I Interest Rate Swap Agreement to the
Trustee.
On the Closing Date, the Trustee pursuant to the Group I Interest
Rate Swap Agreement shall open and maintain in its name, a separate non-interest
bearing trust account for the benefit of the holders of the Group I Certificates
(the "Posted Collateral Account") as a part of the Trust Fund. The Posted
Collateral Account shall be an Eligible Account and funds on deposit therein
shall be held separate and apart from and shall not be commingled with, any
other moneys, including, without limitation, other moneys of the Trustee held
pursuant to this Agreement. Funds in the Posted Collateral Account shall be
invested at the direction of the Group I Swap Provider as provided in the Group
I Interest Rate Swap Agreement and the Group I Swap Provider shall be
responsible for all losses incurred in connection with investments thereof. In
no event shall the Trustee have any liability or responsibility for the
selection of investments and any losses incurred thereon, and shall have no
obligation to invest or reinvest any funds in the absence of timely written
direction.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates. The Certificates shall be
substantially in the forms attached hereto as exhibits. The Certificates shall
be issuable in registered form, in the minimum denominations, integral multiples
in excess thereof (except that one Certificate in each Class may be issued in a
different amount) and aggregate denominations per Class set forth in the
Preliminary Statement.
The Depositor hereby directs the Trustee to register the Class I-CE
Certificates in the name of the Depositor or its designee.
Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such Holder at a bank
or other entity having appropriate facilities therefor, if such Holder has so
notified the Trustee at least five Business Days prior to the related Record
Date or (y) by check mailed by first class mail to such Certificateholder at the
address of such Holder appearing in the Certificate Register.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of any such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless authenticated by the Trustee by manual signature, and
such authentication upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their authentication. On
the Closing Date, the Trustee shall authenticate the Certificates to be issued
at the direction of the Depositor, or any Affiliate thereof.
Section 5.02 Certificate Register; Registration of Transfer and
Exchange of Certificates. (a) The Trustee shall maintain, or cause to be
maintained in accordance with the provisions of Section 5.06, a Certificate
Register for the Trust Fund in which, subject to the provisions of subsections
(b) and (c) below and to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of the
same Class and aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.
No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.
All Certificates surrendered for registration of transfer or
exchange shall be cancelled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.
(b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In determining whether a transfer is being made pursuant to an effective
registration statement, the Trustee shall be entitled to rely solely upon a
written notice to such effect from the Depositor. Except with respect to (i) the
transfer of the Class I-CE or the Residual Certificates to the Depositor or an
Affiliate of the Depositor, (ii) the transfer of the Class I-CE Certificates to
the NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class I-CE
Certificates from the NIM Issuer or the NIM Trustee to the Depositor or an
Affiliate of the Depositor, in the event that a transfer of a Private
Certificate which is a Physical Certificate is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer shall certify to the Trustee in writing the facts surrounding the
transfer in substantially the form set forth in Exhibit H (the "Transferor
Certificate") and either (i) there shall be delivered to the Trustee a letter in
substantially the form of Exhibit I (the "Rule 144A Letter") or (ii) there shall
be delivered to the Trustee at the expense of the transferor an Opinion of
Counsel that such transfer may be made without registration under the Securities
Act. In the event that a transfer of a Private Certificate which is a Book-Entry
Certificate is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer will be deemed to
have made as of the transfer date each of the certifications set forth in the
Transferor Certificate in respect of such Certificate and the transferee will be
deemed to have made as of the transfer date each of the certifications set forth
in the Rule 144A Letter in respect of such Certificate, in each case as if such
Certificate were evidenced by a Physical Certificate. As directed by the
Depositor, the Trustee shall provide to any Holder of a Private Certificate and
any prospective transferee designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by Rule
144A. The Depositor shall cooperate with the Trustee and the applicable Servicer
in providing the Rule 144A information referenced in the preceding sentence,
including providing to the Trustee such information regarding the Certificates,
the Mortgage Loans and other matters regarding the Trust Fund as the Depositor
shall reasonably determine to meet its obligation under the preceding sentence.
Each Holder of a Private Certificate desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the applicable Servicer and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
Except with respect to (i) the transfer of Class I-CE Certificates
or Residual Certificates to the Depositor or an Affiliate of the Depositor, (ii)
the transfer of Class I-CE Certificates to the NIM Issuer or the NIM Trustee, or
(iii) a transfer of Class I-CE Certificates from the NIM Issuer or the NIM
Trustee to the Depositor or an Affiliate of the Depositor, no transfer of an
ERISA-Restricted Certificate shall be made unless the Trustee shall have
received either (i) a representation from the transferee of such Certificate
acceptable to and in form and substance satisfactory to the Trustee (in the
event such Certificate is a Private Certificate, such requirement is satisfied
only by the Trustee's receipt of a representation letter from the transferee
substantially in the form of Exhibit I), to the effect that such transferee is
not an employee benefit plan or arrangement subject to Section 406 of ERISA, a
plan subject to Section 4975 of the Code or a plan subject to any Federal, state
or local law ("Similar Law") materially similar to the foregoing provisions of
ERISA or the Code, nor a Person acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such transfer, or
(ii) in the case of an ERISA-Restricted Certificate other than a Residual
Certificate that has been the subject of an ERISA-Qualifying Underwriting, and
the purchaser is an insurance company, a representation that the purchaser is an
insurance company that is purchasing such Certificates with funds contained in
an "insurance company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate
other than a Residual Certificate presented for registration in the name of an
employee benefit plan subject to Title I of ERISA, a plan or arrangement subject
to Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a plan subject to Similar Law, or a trustee of any such plan or
any other Person acting on behalf of any such plan or arrangement or using such
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the
Trustee, which Opinion of Counsel shall not be an expense of the Depositor, the
Trustee, the Servicers, the Custodian or the Trust Fund, addressed to the
Trustee, to the effect that the purchase or holding of such ERISA-Restricted
Certificate will not constitute or result in a non-exempt prohibited transaction
within the meaning of ERISA, Section 4975 of the Code or any Similar Law and
will not subject the Depositor, the Trustee, the Custodian or the Servicers to
any obligation in addition to those expressly undertaken in this Agreement or to
any liability. For purposes of the preceding sentence, with respect to an
ERISA-Restricted Certificate that is not a Physical Certificate, in the event
the representation letter referred to in the preceding sentence is not
furnished, such representation shall be deemed to have been made to the Trustee
by the transferee's (including an initial acquirer's) acceptance of the
ERISA-Restricted Certificates. Notwithstanding anything else to the contrary
herein, (a) any purported transfer of an ERISA-Restricted Certificate, other
than a Residual Certificate, to or on behalf of an employee benefit plan subject
to ERISA, the Code or Similar Law without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee as described above shall be void
and of no effect and (b) any purported transfer of a Residual Certificate to a
transferee that does not make the representation in clause (i) above shall be
void and of no effect.
None of the Residual Certificates may be sold to any employee
benefit plan subject to Title I of ERISA, any plan subject to Section 4975 of
the Code, or any plan subject to any Similar Law or any Person investing on
behalf or with plan assets of such plan.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
As long as the Group I Interest Rate Swap Agreement is in effect,
each beneficial owner of a Group I Certificate other than an ERISA-Restricted
Certificate of such Group, or any interest therein, shall be deemed to have
represented that either (i) it is not a Plan or (ii) the acquisition and holding
of the Certificate are eligible for the exemptive relief available under at
least one of (i) Department of Labor Prohibited Transaction Class Exemption
("PTCE") 84-14 (for transactions by independent "qualified professional asset
managers"), (ii) PTCE 91-38 (for transactions by bank collective investment
funds), (iii) XXXX 00-0 (for transactions by insurance company pooled separate
accounts), (iv) PTCE 95-60 (for transactions by insurance company general
accounts) or (v) PTCE 96-23 (for transactions effected by "in-house asset
managers") or similar exemption under similar law.
(c) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee;
(ii) Other than in the case of the Depositor or any Affiliate of the
Depositor that is a U.S. Person, no Ownership Interest in a Residual
Certificate may be registered on the Closing Date or thereafter
transferred, and the Trustee shall not register the Transfer of any
Residual Certificate unless, in addition to the certificates required to
be delivered to the Trustee under subparagraph (b) above, the Trustee
shall have been furnished with an affidavit (a "Transfer Affidavit") of
the initial owner or the proposed transferee in the form attached hereto
as Exhibit G;
(iii) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
any other Person to whom such Person attempts to Transfer its Ownership
Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
from any Person for whom such Person is acting as nominee, trustee or
agent in connection with any Transfer of a Residual Certificate and (C)
not to Transfer its Ownership Interest in a Residual Certificate or to
cause the Transfer of an Ownership Interest in a Residual Certificate to
any other Person if it has actual knowledge that such Person is a
Non-Permitted Transferee;
(iv) Any attempted or purported Transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section
5.02(c) shall be absolutely null and void and shall vest no rights in the
purported Transferee. If any purported transferee shall become a Holder of
a Residual Certificate in violation of the provisions of this Section
5.02(c), then the last preceding Permitted Transferee shall be restored to
all rights as Holder thereof retroactive to the date of registration of
Transfer of such Residual Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by Section 5.02(b) and this
Section 5.02(c) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Transfer was
registered after receipt of the related Transfer Affidavit, Transferor
Certificate and the Rule 144A Letter. The Trustee shall be entitled but
not obligated to recover from any Holder of a Residual Certificate that
was in fact a Non-Permitted Transferee at the time it became a Holder or,
at such subsequent time as it became a Non-Permitted Transferee, all
payments made on such Residual Certificate at and after either such time.
Any such payments so recovered by the Trustee shall be paid and delivered
by the Trustee to the last preceding Permitted Transferee of such
Certificate; and
(v) The Depositor shall use its best efforts to make available, upon
receipt of written request from the Trustee, all information necessary to
compute any tax imposed under Section 860E(e) of the Code as a result of a
Transfer of an Ownership Interest in a Residual Certificate to any Holder
who is a Non-Permitted Transferee.
The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Custodian
or the Servicers, to the effect that the elimination of such restrictions will
not cause any Trust REMIC to fail to qualify as a REMIC at any time that the
Certificates are Outstanding or result in the imposition of any tax on the Trust
Fund, a Certificateholder or another Person. Each Person holding or acquiring
any Ownership Interest in a Residual Certificate hereby consents to any
amendment of this Agreement which, based on an Opinion of Counsel furnished to
the Trustee, is reasonably necessary (a) to ensure that the record ownership of,
or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is a Non-Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Residual Certificate which is
held by a Person that is a Non-Permitted Transferee to a Holder that is a
Permitted Transferee.
(d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.
(e) Except as provided below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall deal with the
Depository, Depository Participants and indirect participating firms as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of holders under this Agreement, and requests
and directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.
All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.
If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor, or (y) the Depositor notifies the
Depository of its intent to terminate the book-entry system through the
Depository and, upon receipt of notice of such intent from the Depository, the
Depository Participants holding beneficial interests in the Book-Entry
Certificates agree to initiate such termination, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of definitive, fully registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. None of the Depositor or the
Trustee shall be liable for any delay in delivery of such instruction and each
may conclusively rely on, and shall be protected in relying on, such
instructions. The Depositor shall provide the Trustee with an adequate inventory
of Certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder;
provided, that the Trustee shall not by virtue of its assumption of such
obligations become liable to any party for any act or failure to act of the
Depository.
(f) Each Private Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and
all appropriate attachments) or W-9 in form satisfactory to the Trustee, duly
executed by the Certificateholder or his attorney duly authorized in writing
(with copies directly (other than with respect to a Residual Certificate) to the
Group I Swap Provider). The Trustee shall forward any such IRS Form (other than
with respect to a Residual Certificate) received to the Group I Swap Provider.
Each Private Certificateholder by its purchase of a Certificate is deemed to
consent to any such IRS Form being so forwarded. The Trustee shall be required
to forward any tax certification received by it to the Group I Swap Provider at
the last known address provided to it, and, subject to Article VIII hereof,
shall not be liable for the receipt of such tax certification by the Group I
Swap Provider, nor any action taken or not taken by the Group I Swap Provider
with respect to such tax certification. Upon the request of the Group I Swap
Provider, the Trustee shall forward the name and address and Percentage Interest
held in the Private Certificates for each Private Certificateholder to the Group
I Swap Provider at the last known address provided to it. The Trustee shall have
no duty to take any action to correct any misstatement or omission in any tax
certification provided to it and forwarded to the Group I Swap Provider;
provided however, if the Trustee has actual knowledge that a tax certificate or
name and address information provided to it by a Private Certificateholder
contains a misstatement or omission (including by reason of the Group I Swap
Provider informing it of the misstatement or omission), it shall notify the
Group I Swap Provider of the misstatement or omission, and when it receives a
corrected form or name and address information from the Holder of the Private
Certificate it shall forward the corrected form and/or name and address
information to the Group I Swap Provider.
(g) Each Private Certificate presented or surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of by the Trustee in accordance with its customary practice. No service charge
shall be made for any registration of transfer or exchange of Private
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Private Certificates.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Depositor and the Trustee such
security or indemnity as may be required by them to hold each of them harmless,
then, in the absence of notice to the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like Class, tenor and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith. Any replacement Certificate issued pursuant to this Section 5.03
shall constitute complete and indefeasible evidence of ownership, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.04 Persons Deemed Owners. The Trustee, the Depositor and
any agent of the Depositor or the Trustee may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and the Trustee, the Depositor, nor any agent of the Depositor or
the Trustee shall be affected by any notice to the contrary.
Section 5.05 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or applicable Servicer shall request such information in writing from
the Trustee, then the Trustee shall, within ten Business Days after the receipt
of such request, provide the Depositor, the applicable Servicer or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of such Trust Fund held by the Trustee, if any. The Depositor
and every Certificateholder, by receiving and holding a Certificate, agree that
the Trustee shall not be held accountable by reason of the disclosure of any
such information as to the list of the Certificateholders hereunder, regardless
of the source from which such information was derived.
Section 5.06 Maintenance of Office or Agency. The Trustee will
maintain or cause to be maintained at its expense an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer
or exchange. The Trustee initially designates its offices located at DB Services
Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention:
Transfer Unit. The Trustee shall give prompt written notice to the
Certificateholders of any change in such location of any such office or agency.
ARTICLE VI
THE DEPOSITOR
Section 6.01 Respective Liabilities of the Depositor. The Depositor
shall be liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by them herein.
Section 6.02 Merger or Consolidation of the Depositor. The Depositor
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the United States or under the laws of one of the states
thereof and will each obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
Any Person into which the Depositor may be merged or consolidated,
or any Person resulting from any merger or consolidation to which the Depositor
shall be a party, or any Person succeeding to the business of the Depositor,
shall be the successor of the Depositor, as the case may be, hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 6.03 Limitation on Liability of the Depositor and Others.
Neither the Depositor nor any of its directors, officers, employees or agents
shall be under any liability to the Certificateholders for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor or any such Person against any breach of
representations or warranties made by it herein or protect the Depositor or any
such Person from any liability which would otherwise be imposed by reasons of
willful misfeasance, bad faith or gross negligence in the performance of duties
or by reason of reckless disregard of obligations and duties hereunder. The
Depositor and any director, officer, employee, Affiliate or agent of the
Depositor may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor and any director, officer, employee or agent of the
Depositor shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any audit, controversy or
judicial proceeding relating to a governmental taxing authority or any legal
action relating to this Agreement or the Certificates or any other unanticipated
or extraordinary expense, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Depositor shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its respective
duties hereunder and which in its opinion may involve it in any expense or
liability; provided, however, that the Depositor may in its discretion undertake
any such action (or direct the Trustee to undertake such actions for the benefit
of the Certificateholders) that it may deem necessary or desirable in respect of
this Agreement and the rights and duties of the parties hereto and interests of
the Trustee and the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund and the Depositor and the
Trustee, if applicable, shall be entitled to be reimbursed therefor out of the
Distribution Account.
Section 6.04 Option to Purchase Defaulted Mortgage Loans. The
Depositor shall have the option, but is not obligated, to purchase from the
Trust any Mortgage Loan that is 90 days or more delinquent. The purchase price
therefor, which shall be deposited in the Distribution Account, shall be 100% of
the unpaid principal balance of such Mortgage Loan, plus all related accrued and
unpaid interest, and the amount of any unreimbursed Servicing Advances made by
the applicable Servicer related to the applicable Mortgage Loan.
ARTICLE VII
SERVICER DEFAULT
Section 7.01 Events of Default. If an Event of Default described in
the applicable Servicing Agreement shall occur with respect to the related
Servicer then, and in each and every such case, so long as such Event of Default
shall not have been remedied, the Trustee may, or at the direction of
Certificateholders entitled to a majority of the Voting Rights in the related
Loan Group the Trustee shall, by notice in writing to such Servicer (with a copy
to each Rating Agency), terminate all of the rights and obligations of such
Servicer under such Servicing Agreement and in and to the Mortgage Loans
serviced by such Servicer and the proceeds thereof. The Holders of Certificates
evidencing at least 66% of the Voting Rights of Certificates in such Loan Group
affected by an Event of Default may waive such Event of Default; provided,
however, that (a) an Event of Default with respect to a Servicer's obligation to
make Monthly Advances may be waived only by all of the holders of the
Certificates affected by such Event of Default and (b) no such waiver is
permitted that would materially adversely affect any non-consenting
Certificateholder. On and after the receipt by a Servicer of such written notice
of termination, all authority and power of a Servicer hereunder, whether with
respect to the applicable Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee. The Trustee is hereby authorized and empowered to execute
and deliver, on behalf of each Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the applicable Mortgage Loans and related documents, or otherwise.
Section 7.02 Trustee to Act; Appointment of Successor. Within 90
days after the Trustee gives, and a Servicer receives a notice of termination
pursuant to Section 7.01, the Trustee shall, subject to and to the extent
provided in Section 7.03, and subject to the rights of the Trustee to appoint a
successor Servicer pursuant to this Section 7.02, be the successor to such
Servicer in its capacity as servicer under the related Servicing Agreement or
comparable new agreement with the successor and the transactions set forth or
provided for herein and in such Servicing Agreement and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on such
Servicer by the terms and provisions thereof and applicable law including the
obligation to make Monthly Advances or Servicing Advances pursuant to such
Servicing Agreement (it being understood and agreed that if such Servicer fails
to make an Advance, the Trustee as successor Servicer shall do so unless a
determination has been made that such Advance would constitute a Nonrecoverable
Monthly Advance or a Nonrecoverable Servicing Advance). As compensation
therefor, the Trustee shall be entitled to all funds relating to the Mortgage
Loans that such Servicer would have been entitled to charge to the Collection
Account if such Servicer had continued to act under the related Servicing
Agreement including, if such Servicer was receiving the Servicing Fee at the
Servicing Fee Rate set forth in such Servicing Agreement (as set forth in the
Mortgage Loan Schedule with respect to the related Mortgage Loans), such
Servicing Fee and the income on investments or gain related to the Collection
Account. It is understood and acknowledged by the parties hereto that there will
be a period of transition before the transfer of servicing obligations is fully
effective. Notwithstanding the foregoing, the Trustee will have a period (not to
exceed 90 days) to complete the transfer of all servicing data and correct or
manipulate such servicing data as may be required by the Trustee to correct any
errors or insufficiencies in the servicing data or otherwise enable the Trustee
to service the Mortgage Loans in accordance with accepted servicing practices.
Notwithstanding the foregoing, the Trustee may, if it shall be
unwilling to so act, or shall, if it is prohibited by applicable law from making
Monthly Advances and Servicing Advances pursuant to a servicing agreement, or if
it is otherwise unable to so act, or, at the written request of
Certificateholders entitled to a majority of the Voting Rights in the related
Loan Group, appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution the appointment of which
does not adversely affect the then current rating of the Certificates by each
Rating Agency, as the successor to related Servicer under such Servicing
Agreement in the assumption of all or any part of the responsibilities, duties
or liabilities of such Servicer. No such appointment of a successor to a
Servicer hereunder shall be effective until the Depositor shall have consented
thereto. Any successor to a Servicer shall be an institution which is a Xxxxxx
Xxx and Xxxxxxx Mac approved seller/servicer in good standing, which has a net
worth of at least $25,000,000, which is willing to service the Mortgage Loans
and which executes and delivers to the Depositor and the Trustee an agreement
accepting such delegation and assignment, containing an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of such terminated Servicer, (other than liabilities of such
terminated Servicer incurred prior to termination of such Servicer under Section
7.01), with like effect as if originally named as a party to this Agreement;
provided, that each Rating Agency acknowledges that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified or reduced, as a result of such assignment and delegation.
Pending appointment of a successor to a Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall, subject to this Section
7.02, act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it, the
Depositor and such successor shall agree; provided, however, that no such
compensation shall be in excess of the Servicing Fee Rate and amounts paid to
such Servicer from investments. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Neither the Trustee nor any other successor to a Servicer shall
be deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the predecessor Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.
Any successor Servicer shall be responsible for giving notice to the
related Mortgagors of such change of Servicer, in accordance with applicable
federal and state law, and shall, during the term of its service as Servicer,
maintain in force the policy or policies that such Servicer is required to
maintain pursuant to the related Servicing Agreement. In no event shall the
Trustee be responsible for paying the costs and expenses of transferring the
servicing of the Mortgage Loans.
Section 7.03 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to a Servicer, the Trustee shall
give prompt written notice thereof to Certificateholders and to each Rating
Agency.
(b) Promptly after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders and each Rating Agency
notice of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
ARTICLE VIII
CONCERNING THE TRUSTEE, THE CUSTODIAN, VARIOUS TAX MATTERS,
SERVICING REPORTS AND PERIODIC FILINGS
Section 8.01 Duties of the Trustee. The Trustee, before the
occurrence of an Event of Default and after the curing of all Events of Default
that may have occurred, shall undertake to perform such duties and only such
duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred and remains uncured, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement. The Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order, or other instrument.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct.
Unless an Event of Default known to the Trustee has occurred and is
continuing:
(a) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of the duties and obligations specifically set
forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee, and the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement which it believes in good faith
to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;
(b) the Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it is finally proven that the Trustee was negligent in ascertaining the
pertinent facts; and
(c) the Trustee shall not be liable with respect to any action
taken, suffered, or omitted to be taken by it in good faith in accordance with
the direction of the Holders of Certificates evidencing not less than 25% of the
Voting Rights of all of the Certificates relating to the time, method, and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Agreement.
The Trustee shall be permitted to utilize one or more Subcontractors
for the performance of certain of its obligations under this Agreement, provided
that the Trustee complies with Section 8.16. The Trustee shall indemnify the
Depositor and the Sponsors and any director, officer, employee or agent of the
Depositor or the Sponsors and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to the failure of the Trustee to
perform any of its obligations under Section 8.16, including without limitation
any failure by the Trustee to identify pursuant to Section 8.16 any
Subcontractor that is a Servicing Function Participant. This indemnity shall
survive the termination of this Agreement or the earlier resignation or removal
of the Trustee.
Section 8.02 [Reserved].
Section 8.03 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:
(a) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate,
opinions (including an Opinion of Counsel), certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties and the
Trustee shall have no responsibility to ascertain or confirm the genuineness of
any signature of any such party or parties;
(b) the Trustee may consult with counsel, financial advisers or
accountants and the advice of any such counsel, financial advisers or
accountants and any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;
(c) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;
(d) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by Holders of
Certificates evidencing not less than 25% of the Voting Rights allocated to each
Class of Certificates;
(e) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
accountants or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agents, accountants or attorneys
appointed with due care by it hereunder;
(f) the Trustee shall not be required to risk or expend its own
funds or otherwise incur any financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers hereunder if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not assured to it;
(g) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the investment
security and with respect to the investment of funds in the Distribution Account
during the Trustee Float Period).
(h) unless a Responsible Officer of the Trustee has actual knowledge
of the occurrence of a Event of Default, the Trustee shall not be deemed to have
knowledge of an Event of Default, until a Responsible Officer of the Trustee
shall have received written notice thereof;
(i) the Trustee shall be under no obligation to exercise any of the
trusts, rights or powers vested in it by this Agreement or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders, pursuant to this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby;
(j) the right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act;
(k) the Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Fund created hereby or the powers granted
hereunder;
(l) notwithstanding anything to the contrary in the applicable
Servicing Agreement, the Trustee shall not consent to the related Servicer's
request of assigning the Servicing Agreement or the servicing rights thereunder
to any other party; and
(m) should the Trustee deem the nature of any action required on its
part to be unclear, the Trustee may require prior to such action that it be
provided by the Depositor with reasonable further instructions.
Section 8.04 Trustee and Custodian Not Liable for Certificates or
Mortgage Loans. The recitals contained herein and in the Certificates shall be
taken as the statements of the Depositor and the Trustee assumes no
responsibility for their correctness. Neither the Trustee nor the Custodian
makes any representations as to the validity or sufficiency of this Agreement or
of the Certificates or of any Mortgage Loan or related document other than with
respect to the Trustee, the Trustee's execution and authentication of the
Certificates. The Trustee shall not be accountable for the use or application by
the Depositor or the Servicers of any funds paid to the Depositor or the
Servicers in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account by the Depositor or the Servicers.
The Trustee shall have no responsibility for filing or recording any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder (unless the Trustee shall have become a successor
Servicer).
The Trustee executes the Certificates not in its individual capacity
but solely as Trustee of the Trust Fund created by this Agreement, in the
exercise of the powers and authority conferred and vested in it by this
Agreement. Each of the undertakings and agreements made on the part of the
Trustee on behalf of the Trust Fund in the Certificates is made and intended not
as a personal undertaking or agreement by the Trustee but is made and intended
for the purpose of binding only the Trust Fund.
Section 8.05 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not the Trustee.
Section 8.06 Trustee's and Custodian's Fees and Expenses. As
compensation for its activities under this Agreement, the Trustee may withdraw
from the Distribution Account on each Distribution Date any interest or
investment income earned on funds deposited in the Distribution Account during
the Trustee Float Period. With respect to each Distribution Date, the Trustee
shall pay the Custodian the Custodian Fee out of the interest or investment
income earned on funds deposited in the Distribution Account during the Trustee
Float Period as described in the previous sentence. The obligations of the
Trustee under this Section 8.06 shall survive the resignation, termination or
removal of the Custodian for payment of the Custodian Fee accrued prior to such
termination, resignation or removal. The Trustee and any director, officer,
employee, or agent of the Trustee shall be indemnified by the Trust Fund and
held harmless against any loss, liability, or expense (including reasonable
attorneys' fees) resulting from any error in any tax or information return
prepared by the Servicers or incurred in connection with any claim or legal
action relating to:
(a) this Agreement,
(b) the Certificates, or
(c) the performance of any of the Trustee's duties under this
Agreement,
other than any loss, liability, or expense (i) resulting from any breach of a
Servicer's obligations in connection with the related Servicing Agreement for
which that Servicer has completed performance of its obligation to indemnify the
Trustee pursuant to such Servicing Agreement, (ii) resulting from any breach of
an Original Loan Seller's obligations in connection with the related Sale
Agreement for which it has completed performance of its obligation to indemnify
the Trustee pursuant to such Sale Agreement, or (iii) incurred because of
willful misfeasance, bad faith, or negligence in the performance of any of the
Trustee's duties under this Agreement. This indemnity shall survive the
termination of this Agreement or the resignation or removal of the Trustee under
this Agreement. Without limiting the foregoing, except as otherwise agreed upon
in writing by the Depositor and the Trustee, and except for any expense,
disbursement, or advance arising from the Trustee's negligence, bad faith, or
willful misfeasance, the Trust Fund shall pay or reimburse the Trustee, for all
reasonable expenses, disbursements, and advances incurred or made by the Trustee
in accordance with this Agreement with respect to:
(A) the reasonable compensation, expenses, and disbursements
of its counsel not associated with the closing of the issuance of
the Certificates, and
(B) the reasonable compensation, expenses, and disbursements
of any accountant, engineer, or appraiser that is not regularly
employed by the Trustee, to the extent that the Trustee must engage
them to perform services under this Agreement.
Except as otherwise provided in this Agreement, the Trustee shall
not be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trustee in the ordinary course of its duties as Trustee,
Registrar or paying agent under this Agreement or for any other routine expenses
incurred by the Trustee; provided, however, no expense shall be reimbursed
hereunder if it would not constitute an "unanticipated expense incurred by the
REMIC" within the meaning of the REMIC Provisions.
Section 8.07 Eligibility Requirements for the Trustee. The Trustee
hereunder shall at all times be a corporation, banking association or other
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause any of the Rating Agencies to reduce their
respective then current ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.07 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with this
Section 8.07, the Trustee shall resign immediately in the manner and with the
effect specified in Section 8.08. The entity serving as Trustee may have normal
banking and trust relationships with the Depositor and its Affiliates or with
the applicable Servicer and its Affiliates; provided, however, that such entity
cannot be an Affiliate of the Depositor or of the applicable Servicer other than
the Trustee in its role as successor to the applicable Servicer.
Section 8.08 Resignation and Removal of the Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice of resignation to the Depositor, the Servicers, the Custodian and
each Rating Agency not less than 60 days before the date specified in such
notice, when, subject to Section 8.09, such resignation is to take effect, and
acceptance by a successor trustee in accordance with Section 8.09 meeting the
qualifications set forth in Section 8.07. If no successor trustee meeting such
qualifications shall have been so appointed and have accepted appointment within
30 days after the giving of such notice or resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with Section 8.07 and shall fail to resign after written request thereto by the
Depositor, or if at any time the Trustee shall become incapable of acting, or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or a tax is imposed with respect to
the Trust Fund by any state in which the Trustee or the Trust Fund is located
and the imposition of such tax would be avoided by the appointment of a
different trustee, then the Depositor may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, one copy of which shall
be delivered to the Trustee and one copy to the successor trustee.
The Holders of Certificates entitled to a majority of the Voting
Rights of all of the Certificates may at any time remove the Trustee and appoint
a successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys in fact duly authorized, one complete set of
which shall be delivered to the Trustee so removed and one complete set to the
successor so appointed. The successor trustee shall notify each Rating Agency of
any removal of the Trustee.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.08 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 8.09.
Section 8.09 Successor Trustee. Any successor trustee appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor and the predecessor trustee shall execute
and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trustee all such rights, powers, duties, and obligations.
No successor trustee shall accept appointment as provided in this
Section 8.09 unless at the time of its acceptance, the successor trustee is
eligible under Section 8.07 and its appointment does not adversely affect the
then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in
this Section 8.09, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.
Section 8.10 Merger or Consolidation of the Trustee. Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.07
without the execution or filing of any paper or further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. In
connection with the succession to the Trustee under this Agreement by any Person
(i) into which the Trustee may be merged or consolidated, or (ii) which may be
appointed as a successor to the Trustee, the Trustee shall notify the Depositor
of such succession or appointment and shall furnish to the Depositor in writing
and in form and substance reasonably satisfactory to the Depositor, all
information reasonably necessary for the Trustee to accurately and timely
report, pursuant to Section 8.14(g), the event under Item 6.02 of Form 8-K
pursuant to the Exchange Act (if such reports under the Exchange Act are
required to be filed under the Exchange Act).
Section 8.11 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Trustee shall have the power and shall execute and deliver all
instruments to appoint one or more Persons to act as co-trustee or co-trustees
jointly with the Trustee, or separate trustee or separate trustees, of all or
any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity and for the benefit of the Certificateholders, such title to the Trust
Fund or any part thereof, whichever is applicable, and, subject to the other
provisions of this Section 8.11, such powers, duties, obligations, rights and
trusts as the Trustee may consider appropriate. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.09 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.09.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(a) To the extent necessary to effectuate the purposes of this
Section 8.11, all rights, powers, duties and obligations conferred or imposed
upon the Trustee, except for the obligation of the Trustee under this Agreement
to advance funds on behalf of the applicable Servicer, shall be conferred or
imposed upon and exercised or performed by the Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the applicable Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
applicable Trust Fund or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but
solely at the direction of the Trustee;
(b) No trustee hereunder shall be held personally liable because of
any act or omission of any other trustee hereunder and such appointment shall
not, and shall not be deemed to, constitute any such separate trustee or
co-trustee as agent of the Trustee;
(c) The Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee; and
(d) The Trust Fund, and not the Trustee, shall be liable for the
payment of reasonable compensation, reimbursement and indemnification to any
such separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection and indemnity to, the
Trustee. Every such instrument shall be filed with the Trustee and a copy
thereof given to the applicable Servicer and the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.12 Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made,
as set forth in the Preliminary Statement, shall constitute, and that the
conduct of matters relating to such assets shall be such as to qualify such
assets as, a "real estate mortgage investment conduit" as defined in, and in
accordance with, the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of each Trust REMIC and that in such
capacity it shall:
(a) prepare, sign and file, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any
successor form adopted by the Internal Revenue Service) and prepare, sign and
file with the Internal Revenue Service and applicable state or local tax
authorities income tax or information returns for each taxable year with respect
to each Trust REMIC containing such information and at the times and in the
manner as may be required by the Code or state or local tax laws, regulations,
or rules, and furnish to Certificateholders the schedules, statements or
information at such times and in such manner as may be required thereby;
(b) within thirty days of the Closing Date, apply for an employer
identification number from the Internal Revenue Service via Form SS-4 or any
other acceptable method for all Trust REMICs and shall also furnish to the
Internal Revenue Service, on Form 8811 or as otherwise may be required by the
Code, the name, title, address, and telephone number of the person that the
Holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form, and
update such information at the time or times in the manner required by the Code;
(c) on or prior to the Closing Date, apply for an employer
identification number from the Internal Revenue Service via Form SS-4 or any
other acceptable method for the grantor trust and shall also furnish to the
Internal Revenue Service, on Form 8811 or as otherwise may be required by the
Code, the name, title, address, and telephone number of the person that the
Holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form, and
update such information at the time or times in the manner required by the Code;
(d) deliver or cause to be delivered the federal taxpayer
identification number of the grantor trust on a correct, complete and duly
executed IRS Form W-9 of the grantor trust to the Group I Swap Provider promptly
upon receipt of such number after applying for it pursuant to 8.12(c) above and,
in any event, no later than the first Payment Date under the Group I Interest
Rate Swap Agreement, and, if requested by the Group I Swap Provider, an
applicable IRS Form W-8IMY if permitted or required under applicable law;
(e) make an election that each Trust REMIC be treated as a REMIC on
the federal tax return for its first taxable year (and, if necessary, under
applicable state law);
(f) prepare and forward to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including the calculation of any original
issue discount using the prepayment assumption (as described in the Prospectus
Supplement);
(g) provide information necessary for the computation of tax imposed
on the Transfer of a Residual Certificate to a Person that is a "Non-Permitted
Transferee", or an agent (including a broker, nominee or other middleman) of a
Non-Permitted Transferee, or a pass through entity in which a Non-Permitted
Transferee is the record holder of an interest (the reasonable cost of computing
and furnishing such information may be charged to the Person liable for such
tax);
(h) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are Outstanding so as
to maintain the status of each Trust REMIC as a REMIC under the REMIC
Provisions;
(i) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any Trust
REMIC created hereunder;
(j) pay, from the sources specified in the last paragraph of this
Section 8.12, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on each Trust REMIC before its
termination when and as the same shall be due and payable (but such obligation
shall not prevent the Trustee or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings);
(k) cause federal, state or local income tax or information returns
to be signed by the Trustee or, if required by applicable tax law, such other
Person as may be required to sign such returns by the Code or state or local
laws, regulations or rules;
(l) maintain records relating to each of the Trust REMICs, including
the income, expenses, assets, and liabilities thereof on a calendar year basis
and on the accrual method of accounting and the fair market value and adjusted
basis of the assets determined at such intervals as may be required by the Code,
as may be necessary to prepare the foregoing returns, schedules, statements or
information; and
(m) as and when necessary and appropriate, represent each Trust
REMIC in any administrative or judicial proceedings relating to an examination
or audit by any governmental taxing authority, request an administrative
adjustment as to any taxable year of each Trust REMIC, enter into settlement
agreements with any governmental taxing agency, extend any statute of
limitations relating to any tax item of either Trust REMIC, and otherwise act on
behalf of each Trust REMIC in relation to any tax matter or controversy
involving it at the expense of the Trust, which expense shall be paid or
reimbursed to the Trustee.
The Holder of the largest Percentage Interest of the Class I-R
Certificates shall act as Tax Matters Person for each Group I Trust REMIC and
the Holder of the largest Percentage Interest of the Class II-AR Certificates
shall act as Tax Matters Person for each Group II Trust REMIC, in each case
within the meaning of Treasury Regulations Section 1.860F-4(d), and the Trustee
is hereby designated as agent of such Certificateholder for such purpose (or if
the Trustee is not so permitted, such Holder shall be the Tax Matters Person in
accordance with the REMIC Provisions). In such capacity, the Trustee shall, as
and when necessary and appropriate, represent each Trust REMIC in any
administrative or judicial proceedings relating to an examination or audit by
any governmental taxing authority, request an administrative adjustment as to
any taxable year of each Trust REMIC, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of any Trust REMIC, and otherwise act on behalf of each Trust REMIC in
relation to any tax matter or controversy involving it.
The Trustee shall treat the rights of the Class I-CE
Certificateholders to receive amounts in the Excess Reserve Fund Account and the
Supplemental Interest Account (subject, other than in the case of the Class I-CE
Certificates, to the obligation to pay Basis Risk Carry Forward Amounts and,
without duplication, Group I Upper Tier Carry Forward Amounts) and the rights of
the Group I LIBOR Certificateholders to receive Basis Risk Carry Forward Amounts
and, without duplication, Group I Upper Tier Carry Forward Amounts as the
beneficial ownership of interests in a grantor trust, and not as an obligation
of any Group I Trust REMIC created hereunder, for federal income tax purposes.
The Trustee shall file or cause to be filed with the IRS together
with Form 1041 or such other form as may be applicable and shall furnish or
cause to be furnished, to the Class I-CE Certificateholders, the Group I LIBOR
Certificateholders and the Group II Offered Certificateholders the respective
amounts described above that are received, in the time or times and in the
manner required by the Code.
To enable the Trustee to perform its duties under this Agreement,
the Depositor shall provide to the Trustee within ten days after the Closing
Date all information or data that the Trustee requests in writing and determines
to be relevant for tax purposes to the valuations and offering prices of the
Certificates, including the price, yield, prepayment assumption, and projected
cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor
shall provide information to the Trustee concerning the value to each Class of
Group I Certificates of the right to receive Basis Risk Carry Forward Amounts
from the Excess Reserve Fund Account and Basis Risk Carry Forward Amounts or,
without duplication, Group I Upper Tier Carry Forward Amounts from the
Supplemental Interest Account. Unless otherwise advised by the Depositor, for
federal income tax purposes, the Trustee is hereby directed to assign a value of
zero to the right of each Holder allocating the purchase price of an initial
LIBOR Certificateholder between such right and the related Upper Tier Regular
Interest. Thereafter, the Depositor shall provide to the Trustee promptly upon
written request therefor any additional information or data that the Trustee
may, from time to time, reasonably request to enable the Trustee to perform its
duties under this Agreement; provided, however, that the Depositor shall not be
required to provide any information regarding the Mortgage Loans after the
Closing Date or any information that the applicable Servicer is required to
provide to the Trustee. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims, or expenses of the Trustee arising from
any errors or miscalculations of the Trustee that result from any failure of the
Depositor to provide, pursuant to this paragraph, accurate information or data
to the Trustee on a timely basis.
The Trustee shall not (i) cause the creation of any interests in any
Trust REMIC other than the regular and residual interests set forth in the
Preliminary Statement, (ii) receive any amount representing a fee or other
compensation for services (except as otherwise permitted by this Agreement) or
(iii) otherwise knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii)
result in the imposition of a tax upon any Trust REMIC or the Trust Fund
(including but not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a Trust REMIC set
forth in Section 860G(d) of the Code, or the tax on "net income from foreclosure
property") unless the Trustee receives an Opinion of Counsel (at the expense of
the Trust Fund, but in no event at the expense of the Trustee), to the effect
that the contemplated action will not, with respect to the Trust Fund, result in
the imposition of a tax upon any Trust REMIC created hereunder or endanger the
status of any Trust REMIC.
If any tax is imposed on "prohibited transactions" of any Trust
REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from
foreclosure property" of the Group I Pooling-Tier REMIC-A or the Group II
Pooling-Tier REMIC, as defined in Section 860G(c) of the Code, on any
contribution to any Trust REMIC after the Startup Day pursuant to Section
860G(d) of the Code, or any other tax is imposed, including any minimum tax
imposed on any Trust REMIC pursuant to Sections 23153 and 24874 of the
California Revenue and Taxation Code, if not paid as otherwise provided for
herein, the tax shall be paid by (i) the Trustee if such tax arises out of or
results from negligence of the Trustee in the performance of any of its
obligations under this Agreement, (ii) the related Servicer, in the case of any
such minimum tax, and otherwise if such tax arises out of or results from a
breach by such Servicer of any of its obligations under the applicable Servicing
Agreement, (iii) the applicable Original Loan Seller if such tax arises out of
or results from such Original Loan Seller's obligation to repurchase a Mortgage
Loan pursuant to the applicable Sale Agreement or (iv) in all other cases, or if
the Trustee, the applicable Servicer or the applicable Original Loan Seller
fails to honor its obligations under the preceding clause (i), (ii), or (iii),
any such tax will be paid with amounts otherwise to be distributed to the
Certificateholders, as provided in Section 4.01(a) and Section 4.01(b).
For as long as each Trust REMIC shall exist, the Trustee shall act
as specifically required herein, and the Trustee shall comply with any
directions of the Depositor stating that such directions are being given to
assure such continuing treatment. In particular, the Trustee shall not (a) sell
or authorize the sale of all or any portion of the Mortgage Loans or of any
investment of deposits in an Account unless such sale is as a result of a
purchase or repurchase of the Mortgage Loans pursuant to this Agreement or (b)
accept any contribution to any Trust REMIC after the Startup Day without receipt
of an Opinion of Counsel that such action described in clause (a) or (b) will
not result in the imposition of a tax on any Trust REMIC or cause any Trust
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Section 8.13 Annual Reports on Assessment of Compliance with
Servicing Criteria; Annual Independent Public Accountants' Attestation Report.
(a) Not later than March 15th of each calendar year commencing in
2008, the Trustee and Custodian shall deliver, and the Trustee and the Custodian
shall cause each Subcontractor utilized by the Trustee or the Custodian, as
applicable, and determined by the Trustee or the Custodian, as applicable,
pursuant to Section 8.16 to be "participating in a servicing function" within
the meaning of Item 1122 of Regulation AB (in each case, a "Servicing Function
Participant"), to deliver, each at its own expense, to the Depositor, a report
on an assessment of compliance with the Servicing Criteria applicable to it that
contains (A) a statement by such party of its responsibility for assessing
compliance with the Servicing Criteria applicable to it, (B) a statement that
such party used the Servicing Criteria to assess compliance with the applicable
Servicing Criteria, (C) such party's assessment of compliance with the
applicable Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section
8.14, including, if there has been any material instance of noncompliance with
the applicable Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public
accounting firm has issued an attestation report on such Person's assessment of
compliance with the applicable Servicing Criteria as of and for such period.
Each such assessment of compliance report shall be addressed to the Depositor
and signed by an authorized officer of such Person, and shall address each of
the applicable Servicing Criteria set forth on Exhibit P hereto, or as set forth
in the notification furnished to the Depositor pursuant to Section 8.14(c). The
Trustee and Custodian each hereby acknowledges and agrees that its assessments
of compliance will cover the items identified on Exhibit P hereto as being
covered by the Trustee and Custodian, as applicable. The parties to this
Agreement acknowledge that where a particular Servicing Criteria has multiple
components, each party's assessment of compliance and related attestation of
compliance) will relate only to those components that are applicable to such
party. Promptly after receipt of each such report on assessment of compliance,
the Depositor shall review each such report and, if applicable, consult with the
Trustee or Custodian, as applicable, as to the nature of any material instance
of noncompliance with the Servicing Criteria applicable to it (and each
Servicing Function Participant engaged or utilized by the Trustee or Custodian,
as applicable), as the case may be. Neither the Trustee nor the Custodian shall
be required to cause the delivery of any such assessments by March 15th in any
given year so long as Form 10-K is not required to be filed in respect of the
Trust for the preceding calendar year, as notified in writing by the Depositor.
(b) Not later than March 15th of each calendar year commencing in
2008, the Trustee and Custodian shall cause, and the Trustee and Custodian shall
cause each Servicing Function Participant utilized by such Person, to cause,
each at its own expense, a registered public accounting firm (which may also
render other services to such party) and that is a member of the American
Institute of Certified Public Accountants to furnish a report to the Depositor,
with a copy to the Rating Agencies, to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Person,
which includes an assertion that such Person has complied with the Servicing
Criteria applicable to it pursuant to Section 8.13(a) and (ii) on the basis of
an examination conducted by such firm in accordance with standards for
attestation engagements issued or adopted by the PCAOB, that attests to and
reports on such Person's assessment of compliance with the Servicing Criteria
applicable to it. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable
to express such an opinion. Each such related accountant's attestation report
shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act. Such report must be available for
general use and not contain restricted use language. Neither the Trustee nor the
Custodian shall not be required to cause the delivery of any such attestation
required by this paragraph in any given year so long as Form 10-K is not
required to be filed in respect of the Trust for the preceding calendar year, as
notified in writing by the Depositor.
(c) No later than February 1 of each fiscal year, commencing in
2008, the Trustee and Custodian shall notify the Depositor as to the name of
each Servicing Function Participant utilized by it during the preceding calendar
year, and each such notice will specify what specific Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant in each case, to the extent of any change from the prior
year's notice, if any. When the Trustee or Custodian submits its assessment
pursuant to Section 8.13(a), the Trustee or Custodian will also at such time
include the assessment (and related attestation pursuant to Section 8.13(b)) of
each Servicing Function Participant utilized by it.
Section 8.14 Periodic Filings. (a) The Trustee and the Custodian
shall reasonably cooperate with the Depositor in connection with the reporting
requirements of the Trust under the Exchange Act. The Trustee shall prepare for
execution by the Depositor any Forms 10-D and 10-K and certain Form 8-K's (not
to include any Form 8-K related to the filing of this Agreement and any
amendments thereto), required by the Exchange Act and the rules and regulations
of the Commission thereunder, in order to permit the timely filing thereof, and
the Trustee shall file (via the Commission's Electronic Data Gathering and
Retrieval System, or XXXXX) such Forms executed by the Depositor.
(b) Within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Trustee shall prepare and file
on behalf of the Trust any Form 10-D required by the Exchange Act, in form and
substance as required by the Exchange Act. The Trustee shall file each Form 10-D
with a copy of the related Monthly Statement attached thereto. Any disclosure in
addition to the Monthly Statement that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall be reported to the Depositor and the
Trustee by the parties set forth on Exhibit Q and directed and approved by the
Depositor pursuant to the following paragraph. The Trustee will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-D Disclosure, except as set forth in the next paragraph.
As set forth on Exhibit Q hereto, within 5 calendar days after the
related Distribution Date, the parties, to the extent described on Exhibit Q,
shall be required to provide to the Trustee and the Depositor, to the extent
known by such applicable parties, any Additional Form 10-D Disclosure, the form
and substance of the Additional Form 10-D Disclosure described on Exhibit T
applicable to such party (and shall include with such Additional Form 10-D
Disclosure an Additional Disclosure Notification in the form attached hereto as
Exhibit T (such form, the "Additional Disclosure Notification")), and the
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit Q (other than with respect to the Trustee) of
their duties under this paragraph or proactively solicit or procure from such
parties any Additional Forma 10-D Disclosure information; provided, however, the
Trustee shall cooperate with the Depositor in a reasonable manner in order for
the Depositor to comply with its reporting obligations under the Exchange Act as
set forth in Section 8.14(a). The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Trustee in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph. The Trustee shall compile all such information provided to it in a
Form 10-D prepared by it.
After preparing the Form 10-D, the Trustee shall forward
electronically a copy of the Form 10-D to the Depositor for approval and
execution. No later than 2 Business Days prior to the 15th calendar day after
the related Distribution Date, an officer of the Depositor shall sign the Form
10-D and return an electronic or fax copy of such signed Form 10-D (with an
original executed hard copy to follow by overnight mail) to the Trustee. If a
Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Trustee will follow the procedures set forth in Section
8.14(f)(ii). Form 10-D requires the Depositor to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
instructs the Trustee, with respect to each Form 10-D, to check "yes" for each
item unless the Trustee has received timely prior written notice from the
Depositor that the answer should be "no" for an item. The Depositor shall notify
the Trustee in writing, as soon as reasonably practicable but no later than 5
Business Days prior to the 15th calendar day after the related Distribution Date
with respect to the filing of a report on Form 10-D, if the answer to the
questions should be "no." The Trustee shall be entitled to rely on such
instructions in preparing and/or filing any such Form 10-D. The Depositor
acknowledges that the performance by the Trustee of its duties under this
Section 8.14(b) related to the timely preparation and filing of Form 10-D is
contingent upon the Servicers (including Subcontractors and Servicing Function
Participants), the Depositor and the Custodian observing all applicable
deadlines in the performance of their duties under this Section 8.14(b). The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare and/or timely file such
Form 10-D, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any party hereto (other than
the Trustee or any Subcontractor utilized by the Trustee) needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.
(c) On or before 90 days after the end of each fiscal year of the
Trust or such earlier date as may be required by the Exchange Act (the "10-K
Filing Deadline"), commencing in March 2008, the Trustee shall prepare and file
on behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement, (i) an annual compliance statement for
each Servicer and each Subservicer engaged by such Servicer, as described under
the applicable Servicing Agreement, (ii)(A) the annual reports on assessment of
compliance with servicing criteria for the Trustee, each Servicer, the
Custodian, each Subservicer engaged by the Servicers and each Servicing Function
Participant utilized by the Servicers, the Custodian or the Trustee, as
described under Section 8.13 or the applicable Servicing Agreement, as the case
may be, and (B) if any such report on assessment of compliance with servicing
criteria identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or such report on assessment of
compliance with servicing criteria is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such
report is not included, (iii)(A) the registered public accounting firm
attestation report for the Trustee, each Servicer, the Custodian, each
Subservicer engaged by the Servicers and each Servicing Function Participant
utilized by the Servicers, the Custodian or the Trustee, as described under
Section 8.13, and (B) if any registered public accounting firm attestation
report identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not
included, and (iv) a certification in the form attached hereto as Exhibit J,
with such changes as may be necessary or appropriate as a result of changes
promulgated by the Commission (the "Sarbanes Certification"), which shall be
signed by the senior officer of the Depositor in charge of securitization. Any
disclosure or information in addition to (i) through (iv) above that is required
to be included on Form 10-K ("Additional Form 10-K Disclosure") shall be
reported to the Depositor and the Trustee by the parties set forth on Exhibit R
and directed and approved by the Depositor pursuant to the following paragraph.
The Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure, except as set forth in
the next paragraph.
As set forth on Exhibit R hereto, no later than March 1 of each year
(or, in the case of applicable Servicer, March 5th of each year) that the Trust
is subject to the Exchange Act reporting requirements, commencing in 2008, the
parties, to the extent described on Exhibit R, shall be required to provide to
the Trustee and the Depositor, to the extent known by such applicable parties,
any Additional Form 10-K Disclosure, the form and substance of the Additional
Form 10-K Disclosure described on Exhibit R applicable to such party (and shall
include with such Additional Form 10-K Disclosure an Additional Disclosure
Notification in the form attached hereto as Exhibit T), and the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit R (other than with respect to the Trustee) of their
duties under this paragraph or proactively solicit from such parties any
Additional Form 10-K Disclosure information; provided, however, the Trustee
shall cooperate with the Depositor in a reasonable manner in order for the
Depositor to comply with its reporting obligations under the Exchange Act as set
forth in Section 8.14(a). The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph. The Trustee shall compile all such information provided to it in a
Form 10-K prepared by it.
After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for approval and
execution. Form 10-K requires the registrant to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
instructs the Trustee, with respect to each Form 10-K, to check "yes" for each
item unless the Trustee has received timely prior written notice from the
Depositor that the answer should be "no" for an item. The Depositor shall notify
the Trustee in writing by March 1st if the answer to the questions should be
"no." The Trustee shall be entitled to rely on such instructions in preparing
and/or filing any such Form 10-K. No later than 5:00 p.m. EST on the 4th
Business Day prior to the 10-K Filing Deadline, a senior officer of the
Depositor shall sign the Form 10-K and return an electronic or fax copy of such
signed Form 10-K (with an original executed hard copy to follow by overnight
mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Trustee will follow the procedures set
forth in Section 8.14(f)(ii). The Depositor acknowledges that the performance by
the Trustee of its duties under this Section 8.14(c) related to the timely
preparation and filing of Form 10-K is contingent upon the Depositor observing
all applicable deadlines in the performance of its duties under this Section
8.14(c) and Section 8.14(d) and is contingent upon each Servicer (and any
Subservicer or Servicing Function Participant engaged by such Servicer)
observing all applicable deadlines in the performance of its duties under the
applicable Servicing Agreement. The Trustee shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 10-K, where such failure results
from the Trustee's inability or failure to receive, on a timely basis, any
information from any party hereto or any Subservicer or Servicing Function
Participant engaged by any such party hereto (other than the Trustee or any
Servicing Function Participant utilized by the Trustee) needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
(d) In connection with the execution of a Sarbanes Certification,
the Trustee shall sign a certification (in the form attached hereto as Exhibit
K, with such changes as may be necessary or appropriate as a result of changes
promulgated by the Commission) for the benefit of the Depositor and its
officers, directors and Affiliates. Each such certification shall be delivered
to the Depositor no later than March 10th of each year (or if such day is not a
Business Day, the immediately preceding Business Day) and the Depositor shall
deliver the Sarbanes Certification no later than the time set forth for the
delivery to the Trustee of the signed Form 10-K pursuant to Section 8.14(c) for
such year. In the event that prior to the filing date of the Form 10-K in March
of each year, the Trustee has actual knowledge of information material to the
Sarbanes Certification, that party shall promptly notify the Depositor. In
addition, the Trustee shall indemnify and hold harmless the Depositor and the
Sponsors and their officers, directors, employees, agents and Affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon any breach of the Trustee's obligations under this
Section 8.14(d) or the Trustee's material misstatement, material omission,
negligence, bad faith or willful misconduct in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless any indemnified party, then the Trustee agrees in connection with a
breach of the Trustee's obligations under this Section 8.14(d) or the Trustee's
material misstatement, material omission, negligence, bad faith or willful
misconduct in connection therewith that it shall contribute to the amount paid
or payable by the Depositor and the Sponsors as a result of the losses, claims,
damages or liabilities of the Depositor and the Sponsors in such proportion as
is appropriate to reflect the relative fault of the Depositor and the Sponsor on
the one hand and the Trustee on the other. The obligations of the Trustee under
this Section 8.14(d) shall apply to the Trustee whether or not such Trustee is
acting as Trustee at the time such certification is required to be delivered.
The indemnification and contribution obligations set forth in this Section
8.14(d) shall survive the termination of this Agreement or the earlier
resignation or removal of the Trustee.
(e) Upon any filing of Form 10-D, Form 10-K or Form 8-K with the
Commission, the Trustee shall promptly deliver to the Depositor a copy of each
such executed report, statement or information.
(f) (i) The obligations set forth in paragraphs (a) through (d) of
this Section shall only apply with respect to periods for which reports are
required to be filed with respect to the Trust under the Exchange Act. On or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall prepare and file a Form 15 Suspension
Notification with respect to the Trust, with a copy to the Depositor. At the
start of any fiscal year, including any fiscal year after the filing of a Form
15 Suspension Notification, if the number of Holders of the Offered Certificates
of record exceeds the number set forth in Section 15(d) of the Exchange Act or
the regulations promulgated pursuant thereto which would cause the Trust to
again become subject to the reporting requirements of the Exchange Act, the
Trustee shall recommence preparing and filing reports on Form 10-K, 10-D and 8-K
as required pursuant to this Section 8.14 and the parties hereto shall again
have the obligations set forth in this Section 8.14.
(ii) In the event that the Trustee is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed pursuant to this Agreement because required
disclosure information was either not delivered to it or delivered to it
after the delivery deadlines set forth in this Agreement, the Trustee will
promptly notify the Depositor. In the case of Form 10-D and 10-K, the
Depositor and Trustee will thereupon prepare and file, and the other
parties shall cooperate in connection with such preparation and filing, a
Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25
of the Exchange Act. In the case of Form 8-K, the Trustee will, upon
receipt of all required Form 8-K Disclosure Information and, upon the
approval and direction of the Depositor, include such disclosure
information on the next succeeding Form 10-D. In the event that any
previously filed Form 8-K, 10-D or 10-K needs to be amended, in connection
with any Additional Form 10-D Disclosure (other than, in the case of Form
10-D, for the purpose of restating any Monthly Statement), Additional Form
10-K Disclosure or Form 8-K Disclosure Information, the Trustee will
notify the Depositor and such other parties to the transaction as are
affected by such amendment, and the Depositor and the Trustee shall
prepare and file, and such other parties will cooperate in connection with
such preparation and filing, any necessary Form 8-K/A, 10-D/A or 10-K/A.
Any Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed
by an officer or a senior officer of the Depositor. The Depositor
acknowledges that the performance by the Trustee of its duties under this
Section 8.14(f) related to the timely preparation and filing of Form 15, a
Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon
the Depositor observing all applicable deadlines in the performance of its
duties under this Section 8.14 and is contingent upon each Servicer
observing all applicable deadlines in the performance of its duties under
the applicable Servicing Agreement. The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file any such Form 15, Form
12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
results from the Trustee's inability or failure to obtain or receive, on a
timely basis, any information from any party hereto or any Subservicer or
any Servicing Function Participant engaged by any such party hereto (other
than the Trustee or any Servicing Function Participant utilized by the
Trustee) needed to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting
from its own negligence, bad faith or willful misconduct.
(g) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and
also if requested by the Depositor, the Trustee shall prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K (other than the initial
Form 8-K) ("Form 8-K Disclosure Information") shall be reported to the Depositor
and the Trustee by the parties set forth on Exhibit R and directed and approved
by the Depositor pursuant to the following paragraph. The Trustee will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information or any Form 8-K, except as set forth in the next
paragraph.
As set forth on Exhibit S hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than the end of
business (New York City time) on the 2nd Business Day after the occurrence of a
Reportable Event the parties, to the extent described on Exhibit S, shall be
required to provide to the Trustee and the Depositor, to the extent known by
such applicable parties, any Form 8-K Disclosure Information, the form and
substance of the Form 8-K Disclosure Information described on Exhibit S
applicable to such party (and shall include with such Form 8-K Disclosure
Information, an Additional Disclosure Notification in the form attached hereto
as Exhibit T, and the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit S (other than with
respect to the Trustee) of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information;
provided, however, the Trustee shall cooperate with the Depositor in a
reasonable manner in order for the Depositor to comply with its reporting
obligations under the Exchange Act as set forth in Section 8.14(a). The
Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Trustee in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph. The Trustee shall compile
all such information provided to it in a Form 8-K prepared by it.
After preparing the Form 8-K, the Trustee shall no later than 12:00
noon (New York City time) on the 3rd Business Day after the Reportable Event but
in no case without having had notice for 24 hours forward electronically a draft
copy of the Form 8-K to the Depositor for review. No later than 12:00 noon (New
York City time) on the 4th Business Day after the Reportable Event, an officer
of the Depositor shall sign the Form 8-K and return an electronic or fax copy of
such signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trustee will follow the procedures set
forth in Section 8.14(f)(ii). The Depositor acknowledges that the performance by
the Trustee of its duties under this Section 8.14(g) related to the timely
preparation, arrangement for execution and filing of Form 8-K is contingent upon
the Depositor observing all applicable deadlines in the performance of its
duties under this Section 8.14(g). The Trustee shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 8-K, where such failure results
from the Trustee's inability or failure to obtain or receive, on a timely basis,
any information from any party hereto (other than the Trustee or any
Subcontractor utilized by the Trustee) needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or
willful misconduct.
(h) The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or resulting from (i) the accuracy or inaccuracy
of any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form
8-K Disclosure Information (excluding any information therein provided by the
Trustee or any Subcontractor utilized by the Trustee) provided to the Trustee in
connection with the preparation of Forms 10-D, 10-K and 8-K pursuant to this
Section 8.14, or (ii) the failure of the Depositor to approve for filing any
Forms 10-D, 10-K and 8-K required to be prepared by the Trustee pursuant to this
Section 8.14, in either case, not resulting from the Trustee's own negligence,
bad faith or misconduct.
(i) Any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information required to be provided to the
Trustee shall be sent (by email at XXXxx.Xxxxxxxxxxxxx@xx.xxx in
XXXXX-compatible format, or in such other format as otherwise agreed upon by the
Trustee, the Depositor and the party providing such information. With respect to
any notice required to be delivered by the Trustee to the Depositor pursuant to
Section 8.14 of this Agreement, the Trustee may deliver such notice,
notwithstanding any contrary provision in Section 9.05, via facsimile to
000-000-0000 or telephonically by calling the General Counsel at 212-412-4000.
The signing party at the Depositor can be contacted at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: General Counsel, Facsimile: (000) 000-0000, or
such other address as to which the Depositor has provided prior written notice
to the Trustee.
Section 8.15 Tax Classification of the Excess Reserve Fund Account,
the Supplemental Interest Account and the Group I Interest Rate Swap Agreement.
For federal income tax purposes, the Trustee shall treat the Excess Reserve Fund
Account, the Supplemental Interest Account and the Group I Interest Rate Swap
Agreement as beneficially owned by the holders of the Class I-CE Certificates
and shall treat such portion of the Trust Fund as part of a grantor trust,
within the meaning of subpart E, Part I of subchapter J of the Code.
The Trustee shall treat the rights that each Class of Group I LIBOR
Certificates has to receive payments of Basis Risk Carry Forward Amounts from
the Excess Reserve Fund Account and, to the extent not paid from the Excess
Reserve Fund Account from the Supplemental Interest Account (including, without
duplication, Group I Upper Tier Carry Forward Amounts), and the obligation to
pay Class I-IO Shortfalls to the Supplemental Interest Account as rights and
obligations under a notional principal contract between the Class I-CE
Certificateholders and each such Class and beneficially owned by each such Class
through the grantor trust. Accordingly, (i) each Class of Group I LIBOR
Certificates will be comprised of two components - a Group I Upper Tier REMIC
Regular Interest and an interest in a notional principal contract, subject to
the obligation to pay Class I-IO Shortfalls, and (ii) the Class I-CE
Certificates will be comprised of the following components: two Group I Upper
Tier REMIC Regular Interests (the Class I-CE Interest and the Class I-IO
Interest), an interest in the Excess Reserve Fund Account, subject to the
obligation to pay Basis Risk Carry Forward Amounts, and ownership of the
Supplemental Interest Account, the Group I Interest Rate Swap Agreement and the
right to receive Class I-IO Shortfalls, subject to the obligation to pay Basis
Risk Carry Forward Amounts (including, without duplication, Group I Upper Tier
Carry Forward Amounts), Net Swap Payments and Swap Termination Payment. The
Trustee shall allocate the issue price for a Class of Certificates among the
respective components for purposes of determining the issue price of each Group
I Upper Tier REMIC Regular Interest based on information received from the
Depositor. Unless otherwise advised by the Depositor in writing, for federal
income tax purposes, the Trustee is hereby directed to assign a value of zero to
the right of each Holder of a Group I LIBOR Certificate to receive the related
Basis Risk Carry Forward Amount for purposes of allocating the purchase price of
an initial Group I LIBOR Certificateholder between such right and the related
Group I Upper Tier REMIC Regular Interest.
Holders of Group I LIBOR Certificates shall also be treated as
having agreed to pay, on each Distribution Date, to the Holders of the Class
I-CE Certificates an aggregate amount equal to the excess, if any, of (i) Net
Swap Payments and Swap Termination Payments (other than Defaulted Swap
Termination Payments) over (ii) the sum of amounts payable on the Class I-CE
Interest available for such payments and amounts payable on the Class I-IO
Interest (such excess, a "Class I-IO Shortfall"), first from interest and then
from principal distributable on the Group I LIBOR Certificates. A Class I-IO
Shortfall payable from interest collections shall be allocated pro rata among
such Group I LIBOR Certificates based on the amount of interest otherwise
payable to such Class of Group I LIBOR Certificates, and a Class I-IO Shortfall
payable from principal collections shall be allocated in reverse sequential
order beginning with the most subordinate Class of Group I LIBOR Certificates
then Outstanding.
Any payments of Class I-IO Shortfalls shall be treated for tax
purposes as having been received by the Holders of such Class of Group I LIBOR
Certificates in respect of the corresponding Group I Upper Tier Regular Interest
and as having been paid by such Holders to the Holders of the Class I-CE
Certificates through the Supplemental Interest Account.
Section 8.16 Subcontractors
(a) Subject to the conditions set forth in this Section 8.16(a) and
Section 8.17(c), each of the Trustee and the Custodian is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder. The
Trustee or the Custodian, as applicable, shall promptly upon request provide to
the Depositor and the Trustee a written description (in form and substance
satisfactory to the Depositor) of the role and function of each Subcontractor
utilized by the Trustee or the Custodian, specifying, not later than the date
specified for delivery of the annual report on assessment of compliance set
forth in Section 8.13(a) (i) the identity of each such Subcontractor, if any,
that is "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, and (ii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (i) of this paragraph. As a condition to the utilization by
the Trustee or the Custodian of any Subcontractor determined to be
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Trustee or the Custodian, as applicable, shall cause any such
Subcontractor used by the Trustee or Custodian for the benefit of the Depositor
to comply with the provisions of Section 8.14 of this Agreement to the same
extent as if such Subcontractor were the Trustee or Custodian, as applicable.
The Trustee and Custodian shall be responsible for obtaining from each such
Subcontractor and delivering to the applicable Persons any assessment of
compliance report and related accountant's attestation required to be delivered
by such Subcontractor under Section 8.14, in each case as and when required to
be delivered.
Section 8.17 Custodial Responsibilities.
(a) The Custodian shall provide access to the Mortgage Loan
Documents in possession of the Custodian regarding the related Mortgage Loans
and REO Property and the servicing thereof to the Trustee, the
Certificateholders, the FDIC and the supervisory agents and examiners of the
FDIC, such access being afforded only upon two (2) Business Days' prior written
request and during normal business hours at the office of the Custodian. The
Custodian shall allow representatives of the above entities to photocopy any of
the records and documentation and shall provide equipment for that purpose at
the expense of the person requesting such access.
(b) The Custodian may resign from its obligations hereunder upon 60
days' prior written notice to the Trustee, the Depositor and the Servicers. Such
resignation shall take effect upon (i) the appointment of a successor Custodian
reasonably acceptable to the Depositor within such 60 day period; and (ii)
delivery of all Mortgage Loan Files to the successor Custodian. The Trustee
shall have the right, but not the obligation, to become the successor Custodian.
If no successor Custodian is appointed within 60 days after written notice of
the Custodian's resignation is received by the Trustee, the Custodian may
petition a court of competent jurisdiction to appoint a successor Custodian.
Upon such resignation and appointment of successor Custodian, the
Custodian shall, at the Custodian's expense, promptly transfer to the successor
Custodian, as directed in writing by the Trustee, all applicable Mortgage Files
being administered under this Agreement. Notwithstanding the foregoing, the
Trust Fund, not the Custodian, shall bear the costs relating to the transfer of
Mortgage Files if the Custodian shall resign with cause (including the
Custodian's resignation due to the failure of the Custodian to be paid all fees
and expenses due to the Custodian hereunder).
(c) For so long as reports are required to be filed with the
Commission under the Exchange Act with respect to the Trust, the Custodian shall
not utilize any Subcontractor for the performance of its duties hereunder if
such Subcontractor would be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB without the prior written consent of the
Depositor, in its sole discretion.
(d) The Custodian and any of its directors, officers, employees or
agents shall be indemnified by the Trust Fund and held harmless against any and
all loss, claim, damage, fee, fine, penalty, liability, or expense (including
reasonable attorneys' fees) incurred in connection with any claim or legal
action relating to this Agreement or the performance of any of the Custodian's
duties under this Agreement other than any loss, liability, or expense directly
resulting from the willful misfeasance, bad faith, or negligence in the
performance of any of the Custodian's duties under this Agreement. This
indemnity shall survive the termination of this Agreement or the earlier
resignation or removal of the Custodian. Except as otherwise provided in this
Agreement or a separate letter agreement between the Depositor and the
Custodian, the Custodian shall not be entitled to payment or reimbursement for
any routine ongoing expenses incurred by the Custodian in the ordinary course of
its duties as Custodian under this Agreement or for any other expenses incurred
by the Custodian; provided, however, that no expense shall be reimbursed by the
Trust Fund under this Agreement if it would not constitute an "unanticipated
expense incurred by the REMIC" within the meaning of the REMIC Provisions.
(e) The Custodian shall indemnify the Depositor, the Sponsors, the
Trustee and any director, officer, employee, agent and affiliate of the
Depositor, the Sponsors or the Trustee and hold them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonably and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that any of them sustain directly resulting from (i) the failure of the
Custodian to deliver when required any assessment of compliance or accountant's
attestation report required to be delivered by the Custodian or (ii) any
material misstatement or material omission contained in any assessment of
compliance or accountant's attestation report provided to be delivered by the
Custodian. This indemnity shall survive the termination of this Agreement or the
earlier resignation or removal of the Custodian.
Section 8.18 Limitations on Custodial Responsibilities.
(a) The Custodian shall be under no duty or obligation to inspect,
review or examine the Mortgage Files to determine that the contents thereof are
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their face.
(b) The Custodian shall not be responsible for preparing or filing
any reports or returns relating to federal, state or local income taxes with
respect to this Agreement, other than for the Custodian's compensation or for
reimbursement of expenses.
(c) The Custodian shall not be responsible or liable for, and makes
no representation or warranty with respect to, the validity, adequacy,
perfection or priority of any lien upon or security interest in any Mortgage
File.
(d) The duties and obligations of the Custodian shall only be such
as are expressly set forth in this Agreement or as set forth in a written
amendment to this Agreement executed by the parties hereto or their successors
and assigns. In the event that any provision of this Agreement implies or
requires that action or forbearance be taken by a party, but is silent as to
which party has the duty to act or refrain from acting, the parties agree that
the Custodian shall not be the party required to take the action or refrain from
acting. In no event shall the Custodian have any responsibility to ascertain or
take action except as expressly provided herein.
(e) The Custodian makes no representations and shall have no
responsibilities (except as expressly set forth herein) as to the validity,
sufficiency, value, genuineness, ownership or transferability of any of the
Mortgage Loans.
(f) The Custodian shall not be liable for any error of judgment, or
for any act done or step taken or omitted by it, in good faith, or for any
mistake of fact or law, or for anything that it may do or refrain from doing in
connection therewith, except in the case of its negligent performance or
omission or its bad faith or willful misfeasance.
(g) The Custodian shall not be responsible to verify (i) the
validity, legality, enforceability, sufficiency, due authorization or
genuineness of any document in the Mortgage File or of any Mortgage Loans or
(ii) the collectibility, insurability, effectiveness including the authority or
capacity of any Person to execute or issue any document in the Mortgage File, or
suitability of any Mortgage Loans.
(h) The Custodian shall have no obligation to verify the receipt of
any such documents the existence of which was not made known to the Custodian by
receipt of the Mortgage File.
(i) The Custodian shall have no obligation to determine whether the
recordation of any document is necessary.
(j) Except as set forth in Section 8.17(e), in no event shall the
Custodian or its directors, affiliates, officers, agents, and employees be held
liable for any special, indirect or consequential damages resulting from any
action taken or omitted to be taken by it or them hereunder or in connection
herewith even if advised of the possibility of such damages.
(k) In order to comply with laws, rules and regulations applicable
to banking institutions, including those related to the funding of terrorists
activities and money laundering, the Custodian is required to obtain, verify and
record certain information relating to individuals and entities which maintain a
business relationship with the Custodian. Accordingly, each of the parties
agrees to provide to the Custodian upon its request from time to time such
party's complete name, address, tax identification number and such other
identifying information together with copies of such party's constituting
documentation, securities disclosure documentation and such other identifying
documentation as may be available for such party.
(l) The Custodian shall not be responsible for delays or failures in
performance resulting from acts beyond its control. Such acts shall include, but
not be limited to, acts of God, strikes, lockouts, riots, acts of war or
terrorism, epidemics, governmental or regulatory actions, fire, communication
line failures, computer viruses, power failures, or earthquakes (each a "Force
Majeure Event"). The Custodian agrees that it will use commercially reasonable
efforts to mitigate the effects of the Force Majeure Event. The Custodian
further agrees that it shall give notice (including a reasonable description of
such Force Majeure Event) to the other parties hereto within a reasonable time
but in no event later than two (2) Business Days of the Custodian having notice
or knowledge of such Force Majeure Event and use its best efforts to resume
performance as promptly as practicable under the circumstances.
(m) Nothing in this Agreement shall be deemed to impose on the
Custodian any duty to qualify to do business in any jurisdiction, other than (i)
any jurisdiction where any Mortgage File is or may be held by the Custodian from
time to time hereunder, and (ii) any jurisdiction where its ownership of
property or conduct of business requires such qualification and where failure to
qualify could have a material adverse effect on the Custodian or its property or
business or on the ability of the Custodian to perform it duties hereunder.
(n) The Custodian shall have no responsibility nor duty with respect
to any Mortgage File while such Mortgage File is not in its possession. If the
Custodian requests instructions from the Trustee with respect to any act, action
or failure to act in connection with this Agreement, the Custodian shall be
entitled to refrain from taking such action and continue to refrain from acting
unless and until the Custodian shall have received written instructions from the
Trustee, the Servicers or the Depositor with respect to a Mortgage File without
incurring any liability therefore to the Trustee or any other person.
(o) Any Person into which the Custodian may be merged or
consolidated, or any Person resulting from any merger or consolidation to which
the Custodian shall be a party, or any person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto anything herein to the contrary notwithstanding.
(p) The Custodian shall not be liable with respect to any action
taken or omitted to be taken in accordance with the written direction,
instruction, acknowledgement, consent or any other communication from the
Trustee or any agent of the Trustee. In the event the terms of this Agreement
and the instructions of the Trustee conflict, the Trustee's instructions shall
control.
(q) In the event that (i) Trustee, any of the Servicers, the
Depositor, or the Custodian shall be served by a third party with any type of
levy, attachment, writ or court order with respect to any Mortgage File, or (ii)
a third party shall institute any court proceeding by which any Mortgage File
shall be required to be delivered otherwise than in accordance with the
provisions of this Agreement, the party receiving such service shall promptly
deliver or cause to be delivered to the other parties to this Agreement copies
of all court papers, orders, documents and other materials concerning such
proceedings. The Custodian shall, to the extent permitted by applicable law,
continue to hold and maintain under the terms of this Agreement all the Mortgage
Files that are the subject of such proceedings pending a final, nonappealable
order of a court of competent jurisdiction permitting or directing disposition
thereof. Upon the final determination of such court, the Custodian shall dispose
of such Mortgage File as directed by the Trustee or Depositor in writing,
consistent with such determination of such court. Expenses of the Custodian
incurred as a result of such proceedings shall be paid by the Trust Fund.
(r) The Custodian may consult with counsel of its choice and any
opinion of counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with such opinion of counsel.
(s) Notwithstanding anything to the contrary, the Custodian shall
not be required to expend or risk its own funds or otherwise incur financial
liability in the performance of its duties under this Agreement.
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Custodian and the Trustee created hereby with respect to the
Trust Fund shall terminate upon the earlier of (a) (I) the purchase on or after
the Group I Optional Termination Date, by the Holder of a majority percentage
interest in the Class I-R Certificates, at the price (the "Group I Termination
Price") equal to the sum of (i) 100% of the unpaid principal balance of each
Group I Mortgage Loan (other than in respect of REO Property for such Group)
plus accrued and unpaid interest thereon at the applicable Mortgage Interest
Rate, and (ii) the lesser of (x) the appraised value of any REO Property in
Group I as determined by the higher of two appraisals completed by two
independent appraisers selected by the applicable Servicer at the expense of
such Servicer and (y) the unpaid principal balance of each Group I Mortgage Loan
related to any REO Property, in each case plus accrued and unpaid interest
thereon at the applicable Mortgage Rate, (iii) all unreimbursed Monthly
Advances, Servicing Advances and indemnification payments payable to the
applicable Servicer for Loan Group I, (iv) any Swap Termination Payment owed to
the Group I Swap Provider pursuant to the Group I Interest Rate Swap Agreement,
and (v) any unreimbursed indemnification payments payable to the Trustee under
this Agreement and (II) the purchase on or after the Group II Optional
Termination Date, by the Holder of a majority percentage interest in the Class
II-AR Certificates, at the price (the "Group II Termination Price") equal to the
sum of (i) 100% of the unpaid principal balance of each Group II Mortgage Loan
(other than in respect of REO Property for such Group) plus accrued and unpaid
interest thereon at the applicable Mortgage Interest Rate, and (ii) the lesser
of (x) the appraised value of any REO Property in Group II as determined by the
higher of two appraisals completed by two independent appraisers selected by the
applicable Servicer at the expense of such Servicer and (y) the unpaid principal
balance of each Group II Mortgage Loan related to any REO Property, in each case
plus accrued and unpaid interest thereon at the applicable Mortgage Rate, (iii)
all unreimbursed Monthly Advances, Servicing Advances and indemnification
payments payable to the applicable Servicer in Loan Group II, and (iv) any
unreimbursed indemnification payments payable to the Trustee and Custodian under
this Agreement; and (b) the later of (i) the maturity or other liquidation (or
any Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property and (ii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement. In no event shall the trusts created hereby continue beyond the
expiration of 21 years from the death of the survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof.
Section 9.02 Final Distribution on the Certificates. If, on any
Servicer Remittance Date, the applicable Servicer notifies the Trustee that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Collection Account, the Trustee shall
promptly send a Notice of Final Distribution to the applicable
Certificateholders and the Group I Swap Provider. If the electing Person elects
to terminate a Loan Group pursuant to clause (a) of Section 9.01, by no later
than the 10th day of the month of the final distribution, the Trustee upon
request by the electing Person will notify the Depositor of the final
Distribution Date for such Loan Group and of the applicable repurchase price of
the Mortgage Loans in such Loan Group and the related REO Properties.
A Notice of Final Distribution, specifying the Distribution Date on
which Certificateholders may surrender their Certificates for payment of the
final distribution and cancellation, shall be given promptly by the Trustee by
letter to Certificateholders mailed not later than the 15th day of the month of
such final distribution. Any such Notice of Final Distribution shall specify (a)
the Distribution Date upon which final distribution on the Certificates will be
made upon presentation and surrender of Certificates at the office therein
designated, (b) the amount of such final distribution, (c) the location of the
office or agency at which such presentation and surrender must be made, and (d)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Trustee will give such Notice
of Final Distribution to each Rating Agency at the time such Notice of Final
Distribution is given to Certificateholders.
In the event the electing Person purchases the Mortgage Loans in a
Loan Group (and REO Properties) pursuant to Section 9.01(a), such electing
Person is required to remit to the Trustee the applicable Termination Price on
the Servicer Remittance Date immediately preceding the applicable final
Distribution Date. Upon such final deposit with respect to the Trust Fund and
the receipt by the Custodian (with a copy to the Trustee) of the Request for
Release, the Custodian shall promptly release to such electing Person or its
designee the Custodial Files for the Mortgage Loans in the related Loan Group.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class (after
reimbursement of all amounts due the Depositor and the Trustee hereunder), in
each case on the final Distribution Date and in the order set forth in Section
4.01 for the related Group, in proportion to their respective Percentage
Interests, with respect to Certificateholders of the same Class, an amount up to
an amount equal to (i) as to each Class of Regular Certificates, the Class
Certificate Balance thereof plus for each such Class accrued interest thereon in
the case of an interest-bearing Certificate and all other amounts to which such
Classes are entitled pursuant to Section 4.01 for the related Group, (ii) as to
the Residual Certificates, the amount, if any, which remains on deposit in the
Distribution Account for the related Loan Group after application pursuant to
clause (i) above (other than the amounts retained to meet claims, which retained
amounts shall also be released to the Residual Certificates, as applicable, as
and to the extent such amounts shall no longer be required to be so retained).
The foregoing provisions are intended to distribute to each Class of Regular
Certificates any accrued and unpaid interest and principal to which they are
entitled based on the Pass-Through Rates and actual Class Certificate Balances
or notional principal balances set forth in the Preliminary Statement upon
liquidation of the Trust.
In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class I-R Certificateholders shall be entitled to all unclaimed funds and
other assets of Loan Group I which remain subject hereto and the Class II-AR
Certificateholders shall be entitled to all unclaimed funds and other assets of
Loan Group II which remain subject hereto.
Section 9.03 Additional Termination Requirements. In the event the
electing Person elects to purchase the Mortgage Loans in a Loan Group as
provided in Section 9.01, the related Trust REMICs shall be terminated in
accordance with the following additional requirements, unless the Trustee has
been supplied with an Opinion of Counsel, at the expense of the electing Person,
to the effect that the failure to comply with the requirements of this Section
9.03 will not (i) result in the imposition of taxes on "prohibited transactions"
on any Trust REMIC as defined in Section 860F of the Code, or (ii) cause any
Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
Outstanding:
(a) The Trustee shall sell all of the assets of a Loan Group to the
person electing to terminate such Loan Group or its designee, and, by the next
Distribution Date after such sale, the Trustee shall distribute to the related
Certificateholders the proceeds of such sale in complete liquidation of each of
the related Trust REMICs; and
(b) The Trustee shall attach a statement to the final federal income
tax return for each of the terminated Trust REMICs stating that pursuant to
Treasury Regulations Section 1.860F-1, the first day of the 90 day liquidation
period for each such Trust REMIC was the date on which the Trustee sold the
assets of the Trust Fund to the electing Person.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment. This Agreement may be amended from time to
time by the Trustee, the Depositor and the Custodian (and the Trustee may
request an amendment or consent to any amendment of the Servicing Agreement)
without the consent of any of the Certificateholders (i) to cure any ambiguity
or mistake, (ii) to correct any defective provision herein, or to supplement any
provision in this Agreement which may be inconsistent with any other provision
herein or in the Servicing Agreement, (iii) to add to the duties of the
Depositor, the Custodian or the Trustee (or with respect to the applicable
Servicing Agreement of the related Servicer), (iv) to add any other provisions
with respect to matters or questions arising hereunder or under the Servicing
Agreement, or (v) to modify, alter, amend, add to or rescind any of the terms or
provisions contained in this Agreement or in the applicable Servicing Agreement;
provided that any action pursuant to clause (iv) or (v) above shall not, as
evidenced by an Opinion of Counsel (which Opinion of Counsel shall be an expense
of the requesting party, but in any case shall not be an expense of the Trustee,
the Custodian or the Trust Fund), adversely affect in any material respect the
interests of any Certificateholder; provided, further, that the amendment shall
not be deemed to adversely affect in any material respect the interests of the
Certificateholders if the Person requesting the amendment obtains a letter from
each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such letter in and of
itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Custodian and the Depositor also may
at any time and from time to time amend this Agreement (and the Trustee shall
request the related Servicer to amend the applicable Servicing Agreement),
without the consent of the Certificateholders, to modify, eliminate or add to
any of its provisions to such extent as shall be necessary or helpful to (i)
maintain the qualification of each Trust REMIC under the REMIC Provisions, (ii)
avoid or minimize the risk of the imposition of any tax on any Trust REMIC
pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code; provided, that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to, as applicable, (i) maintain such
qualification, (ii) avoid or minimize the risk of the imposition of such a tax
or (iii) comply with any such requirements of the Code.
This Agreement may also be amended from time to time by the
Depositor, the Custodian and the Trustee and the Trustee shall request the
related Servicer to amend the applicable Servicing Agreement) with the consent
of the Holders of Certificates evidencing Percentage Interests aggregating not
less than 66-2/3% of each Class of Certificates affected thereby for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (i), without the consent of the Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating not less than
66-2/3%, or (iii) reduce the aforesaid percentages of Certificates the Holders
of which are required to consent to any such amendment, without the consent of
the Holders of all such Certificates then Outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement or the Servicing
Agreement unless (i) it shall have first received an Opinion of Counsel, which
opinion shall not be an expense of the Trustee or the Trust Fund, to the effect
that such amendment will not cause the imposition of any tax on any Trust REMIC
or the Certificateholders or cause any such Trust REMIC to fail to qualify as a
REMIC or the grantor trust to fail to qualify as a grantor trust at any time
that any Certificates are Outstanding and (ii) the party seeking such amendment
shall have provided written notice to the Rating Agencies and the Group I Swap
Provider (with a copy of such notice to the Trustee) of such amendment, stating
the provisions of the Agreement to be amended.
Notwithstanding the foregoing provisions of this Section 10.01, with
respect to any amendment that significantly modifies the permitted activities of
the Trustee or the related Servicer under the applicable Servicing Agreement,
any Certificate beneficially owned by the Depositor or any of its Affiliates or
by the Original Loan Sellers or any of its Affiliates shall be deemed not to be
Outstanding (and shall not be considered when determining the percentage of
Certificateholders consenting or when calculating the total number of
Certificates entitled to consent) for purposes of determining if the requisite
consents of Certificateholders under this Section 10.01 have been obtained.
Promptly after the execution of any amendment to this Agreement or
the Servicing Agreements requiring the consent of Certificateholders, the
Trustee shall furnish written notification of the substance or a copy of such
amendment to each Certificateholder and each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
Nothing in this Agreement shall require the Trustee to enter into an
amendment which modifies its obligations or liabilities without its consent and
in all cases without receiving an Opinion of Counsel (which Opinion shall not be
an expense of the Trustee or the Trust Fund), satisfactory to the Trustee that
(i) such amendment is permitted and is not prohibited by this Agreement or the
Servicing Agreement and that all requirements for amending this Agreement or the
Servicing Agreement have been complied with; and (ii) either (A) the amendment
does not adversely affect in any material respect the interests of any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section 10.01.
Notwithstanding the Trustee's consent to, or request for, any
amendment of the Servicing Agreement pursuant to the terms of this Section
10.01, the Servicing Agreement cannot be amended without the consent of the
applicable Servicer.
Notwithstanding the foregoing, any amendment to this Agreement
relating to Group I shall require the prior written consent of the Group I Swap
Provider if such amendment materially and adversely affects the rights or
interests of the Group I Swap Provider.
The Trustee may, but shall not be obligated to, enter into any
amendment which negatively affects the Trustee's own rights, duties or
immunities under this Agreement.
Section 10.02 Recordation of Agreement; Counterparts. This Agreement
is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation shall be
effected by the Depositor at the expense of the Trust, but only if an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders is delivered to the Depositor.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.04 Intention of Parties. It is the express intent of the
parties hereto that the conveyance (i) of the Mortgage Loans by the Depositor
and (ii) of the Trust Fund by the Depositor to the Trustee each be, and be
construed as, an absolute sale thereof. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in the event
that, notwithstanding the intent of the parties, either of such assets are held
to be the property of the Depositor, or if for any other reason this Agreement
is held or deemed to create a security interest in either of such assets, then
(i) this Agreement shall be deemed to be a security agreement within the meaning
of the Uniform Commercial Code of the State of New York and (ii) the conveyances
provided for in this Agreement shall be deemed to be an assignment and a grant
by the Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the assets transferred, whether now owned or
hereafter acquired.
The Depositor, for the benefit of the Certificateholders, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. The Depositor shall arrange for
filing any Uniform Commercial Code continuation statements in connection with
any security interest granted or assigned to the Trustee for the benefit of the
Certificateholders.
Section 10.05 Notices. (a) The Trustee shall use its best efforts to
promptly provide notice to each Rating Agency with respect to each of the
following of which it has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation or termination of the applicable Servicer or
the Trustee and the appointment of any successor;
(iv) the repurchase or substitution of Mortgage Loans pursuant to
this Agreement or the Sale Agreement;
(v) any notice of a repurchase of a Mortgage Loan pursuant to this
Agreement or a Sale Agreement; and
(vi) the final payment to Certificateholders.
(b) In addition, the Trustee shall promptly make available on its
internet website to each Rating Agency copies of the following:
(i) each report to Certificateholders described in Section 4.04;
(ii) the related Servicer's annual statement of compliance and the
accountant's attestation described in the applicable Servicing Agreement;
and
(c) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered to (a) in the
case of the Depositor, BCAP LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: General Counsel, Facsimile: (000) 000-0000, or such other address as
the Depositor may hereafter furnish to the applicable Servicer and the Trustee;
(b) in the case of the Trustee to 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx,
Xxxxxxxxxx 00000, Attention: Trust Administration-BCAP 2007-AA2. or in each case
such other address as the Trustee may hereafter furnish to the Depositor; (c) in
the case of Xxxxx Fargo, as Custodian, to Xxxxx Fargo Bank, National
Association, 00 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000 Attention:
Corporate Trust Services or such other addresses as may be hereafter furnished
to the Group I Swap Provider and the other parties hereto in writing; (d) (d) in
the case of Xxxxx Fargo, as a Servicer, 1 Home Campus, MAC X0000-00X, Xxx
Xxxxxx, Xxxx 00000-000 Attention: Xxxx Xxxxx, Facsimile No. (000) 000-0000, with
a copy to General Counsel, or such other address as may be hereafter furnished
to the other parties hereto and the Group I Swap Provider in writing; (e) in the
case of Countrywide, to 0000 Xxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000,
Attention Xxxxxx Xxxxx; (f) in the case of Countrywide Servicing in its capacity
as Servicer, to Countrywide Home Loans Servicing LP, 000 Xxxxxxxxxxx Xxx, Xxxx
Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxx Xxxxxxx, Fax: 000-000-0000, Email:
lupe_montero@ xxxxxxxxxxx.xxx; and (g) in the case of each of the Rating
Agencies, the address specified therefor in the definition corresponding to the
name of such Rating Agency. Notices to Certificateholders shall be deemed given
when mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.
Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 10.07 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust created hereby, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
created hereby, or otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of the Certificates be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as herein provided, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.07, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 10.08 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.
Section 10.09 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED
BEFORE A JUDGE SITTING WITHOUT A JURY.
Section 10.10 Regulation AB Compliance; Intent of the Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants
in the asset-backed securities markets, advice of counsel, or otherwise, and
agree to comply with all reasonable requests made by the Depositor in good faith
for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with the Trust, the Trustee
shall cooperate fully with the Depositor to deliver to the Depositor (including
its assignees or designees), any and all statements, reports, certifications,
records and any other information available to such party and reasonably
necessary in the good faith determination of the Depositor to permit the
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Trustee, reasonably believed by the Depositor to be
necessary in order to effect such compliance.
Section 10.11 Third Party Rights: The Group I Swap Provider, and
each Person entitled to indemnification hereunder who is not a party hereto,
shall be deemed a third-party beneficiary of this Agreement to the same extent
as if it were a party hereto and shall have the right to enforce its rights
under this Agreement.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.
BCAP LLC
By: /s/ Xxx Xxxxxxxx
-------------------------------------
Name: Xxx Xxxxxxxx
Title: Managing Director
XXXXX FARGO BANK, N.A., as Custodian
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee
By: /s/ Xxx Xxxxxxxx
-------------------------------------
Name: Xxx Xxxxxxxx
Title: Authorized Signer
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
SCHEDULE I
Mortgage Loan Schedule
(Delivered to the Trustee and not attached to the Trust Agreement)
EXHIBIT A
FORM OF CLASS I-1-A, CLASS I-2-A-1, CLASS I-2-A-2, CLASS II-1-A-1, CLASS
II-1-A-2, CLASS II-1-A-3, CLASS II-1-A-4, CLASS II-1-A-5, CLASS II-1-A-6, CLASS
II-1-A-7, CLASS II-1-A-8, CLASS II-1-A-9, CLASS II-1-A-10, CLASS II-1-A-11,
CLASS II-1-A-12, CLASS II-1-A-13, CLASS II-1-A-14, CLASS II-1-A-15, CLASS
II-2-A, CLASS I-1-IO, CLASS I-2-IO, CLASS I-1-PO, CLASS I-2-PO, CLASS I-M-1,
CLASS I-M-2, CLASS I-M-3, CLASS I-M-4, CLASS I-M-5, CLASS I-M-6, CLASS I-M-7,
CLASS I-M-8, CLASS II-M-1, CLASS II-B-1, CLASS II-B-2, CLASS II-B-3, CLASS
II-B-4 AND CLASS II-B-5 CERTIFICATES.
[For Class I-1-A, Class II-B-3, Class II-B-4 and Class II-B-5 only: IF THIS
CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHER THIS CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE
A TRANSFEROR LETTER (THE "TRANSFEROR LETTER") IN THE FORM OF EXHIBIT H TO THE
AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE RECEIVES A RULE 144A
LETTER (THE "144A LETTER") IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO
HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE
DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR
LETTER AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE
CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF SUCH
CERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE.]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), [For Group I Only. AND
CERTAIN OTHER ASSETS.
[To be added to the Class II-B-3, Class II-B-4 and Class II-B-5 Certificates:
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND
WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE SERVICERS TO ANY OBLIGATION
IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THE AGREEMENT OR TO ANY LIABILITY.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION
LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.]
[To be added to the Group I Certificates only: AS LONG AS THE GROUP I INTEREST
RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR
ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS
NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A
PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE
OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT
NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 00-00,
XXXX 00-0, XXXX 00-00, XXXX 00-00 XX XXXX 96-23 OR A COMPARABLE EXEMPTION
AVAILABLE UNDER SIMILAR LAW.]
[To be added to the Class PO Certificates only: THIS CERTIFICATE IS A
PRINCIPAL ONLY CERTIFICATE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN
RESPECT OF INTEREST.]
[To be added to the Class IO Certificates only: THIS CERTIFICATE IS AN
INTEREST ONLY CERTIFICATE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT
OF PRINCIPAL.]
Certificate No. :
Cut-off Date : March 1, 2007
First Distribution Date : April 25, 2007
Initial Class Certificate Balance of
this Certificate
("Denomination") :
------------
Initial Class Certificate Balances of
all Certificates of this Class : [I-1-A-1] [$436,337,000] [II-1-A-1] [$50,193,000.00]
[I-2-A-1] [$519,568,000] [II-1-A-2] [$54,315,833.00]
[I-2-A-2] [$57,730,000] [II-1-A-3] [$10,863,167.00]
[I-M-1] [$14,527,000] [II-1-A-4] [$25,000.00]
[I-M-2] [$9,146,000] [II-1-A-5] [$26,160,000.00]
[I-M-3] [$5,380,000] [II-1-A-6] [$25,000.00]
[I-M-4] [$5,380,000] [II-1-A-7] [$65,598,000.00]
[I-M-5] [$5,380,000] [II-1-A-8] [$30,378,000.00]
[I-M-6] [$5,380,000] [II-1-A-9] [$2,819,250.00]
[I-M-7] [$4,842,000] [II-1-A-10] [$2,061,000.00]
[I-M-8] [$5,380,000] [II-1-A-11] [$50,000,000.00]
[II-1-A-12] [$43,940,000.00]
[II-1-A-13] [$4,725,000.00]
[II-1-A-14] [$15,568,916.00]
[II-1-A-15] [$25,000.00]
[II-2-A-1] [$29,449,900.00]
[II-M-1] [$8,530,000.00]
[II-B-1] [$5,555,000.00]
[II-B-2] [$3,174,000.00]
[II-B-3] [$1,984,000.00]
[II-B-4] [$1,190,000.00]
[II-B-5] [$3,714,748.00]
[II-1-IO] [$169,541,140.00]
[II-2-IO] [$9,764,050.00]
[II-1-PO] [$4,725,960.00]
[II-2-PO] [$674,025.00]
[II-2-AR] [$100.00]
CUSIP : [I-1-A-1] [05530N AN7] [II-1-A-1] [05530N AP2]
[I-2-A-1] [05530N AA5] [II-1-A-2] [05530N AQ0]
[I-2-A-2] [05530N AB3] [II-1-A-3] [05530N AR8]
[I-M-1] [05530N AC1] [II-1-A-4] [05530N AS6]
[I-M-2] [05530N AD9] [II-1-A-5] [05530N AT4]
[I-M-3] [05530N AE7] [II-1-A-6] [05530N AU1]
[I-M-4] [05530N AF4] [II-1-A-7] [05530N AV9]
[I-M-5] [05530N AG2] [II-1-A-8] [05530N AW7]
[I-M-6] [05530N AH0] [II-1-A-9] [05530N AX5]
[I-M-7] [05530N AJ6] [II-1-A-10] [05530N AY3]
[I-M-8] [05530N AK3] [II-1-A-11] [05530N AZ0]
[II-1-A-12] [05530N BA4]
[II-1-A-13] [05530N BB2]
[II-1-A-14] [05530N BC0]
[II-1-A-15] [05530N BD8]
[II-2-A-1] [05530N BH9]
[II-M-1] [05530N BL0]
[II-B-1] [05530N BM8]
[II-B-2] [05530N BN6]
[II-B-3] [05530N BP1]
[II-B-4] [05530N BQ9]
[II-B-5] [05530N BR7]
[II-1-IO] [05530N BF3]
[II-2-IO] [05530N BK2]
[II-1-PO] [05530N BE6]
[II-2-PO] [05530N BJ5]
[II-AR] [05530N BG1]
ISIN : [I-1-A-1][US05530NAN75] [II-1-A-1][US05530NAP24]
[I-2-A-1] [US05530NAA54] [II-1-A-2][US05530NAQ07]
[I-2-A-2] [US05530NAB38] [II-1-A-3][US05530NAR89]
[I-M-1] [US05530NAC11] [II-1-A-4][US05530NAS62]
[I-M-2] [US05530NAD93] [II-1-A-5][US05530NAT46]
[I-M-3] [US05530NAE76] [II-1-A-6][US05530NAU19]
[I-M-4] [US05530NAF42] [II-1-A-7][US05530NAV91]
[I-M-5] [US05530NAG25] [II-1-A-8][US05530NAW74]
[I-M-6] [US05530NAH08] [II-1-A-9][US05530NAX57]
[I-M-7] [US05530NAJ63] [II-1-A-10]US05530NAY31]
[I-M-8] [US05530NAK37] [II-1-A-11][US05530NAZ06]
[II-1-A-12][US05530NBA46]
[II-1-A-13][US05530NBB29]
[II-1-A-14][US05530NBC02]
[II-1-A-15][US05530NBD24]
[II-2-A-1][US05530NBH98]
[II-M-1][US05530NBL01]
[II-B-1][US05530NBM83]
[II-B-2][US05530NBN66]
[II-B-3][US05530NBP15]
[II-B-4][US05530NBQ97]
[II-B-5][US05530NBR70]
[II-1-IO][US05530NBF33]
[II-2-IO][US05530NBK28]
[II-1-PO][US05530NBE67]
[II-2-PO][US05530NBJ54]
[II-AR][US05530NBG16]
BCAP LLC
BCAP LLC Trust 2007-AA2
Mortgage Pass-Through Certificates, Series 2007-AA2
[Class I-1-A][Class I-2-A-1][Class I-2-A-2][Class II-1-A-1][Class
II-1-A-2][Class II-1-A-3][Class II-1-A-4][Class II-1-A-5][Class
II-1-A-6][Class II-1-A-7][Class II-1-A-8][CLASS II-1-A-9][Class
II-1-A-10][Class II-1-A-11][Class II-1-A-12][Class II-1-A-13][Class
II-1-A-14][Class II-1-A-15][Class II-2-A-1][Class I-M-1][Class I-M 2][Class
I-M 3][Class I-M 4][Class I-M 5][Class I-M 6][Class I-M 7][Class I-M 8][
Class II-M-1][Class II-B-1][Class II-B-2][Class II-B-3][Class II-B-4][Class
II-B-5][Class I-1-IO][Class I-2-IO][Class I-1-PO][Class I-2-PO]
evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Class Certificate Balance at any time may be
less than the Class Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
This certifies that [__________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Trust Agreement dated as of the Cut-off Date
specified above (the "Agreement") between BCAP LLC, as depositor (the
"Depositor"), Xxxxx Fargo Bank, N.A., as custodian (the "Custodian"), and
Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity, but
solely as
Trustee
By:____________________________________
Authenticated:
By:____________________________________
Authorized Signatory of
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity,
but solely as Trustee
BCAP LLC
BCAP LLC Trust 2007-AA2
Mortgage Pass-Through Certificates, Series 2007-AA2
This Certificate is one of a duly authorized issue of Certificates
designated as BCAP LLC Trust 2007-AA2 Mortgage Pass Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the other parties to the Agreement.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the office designated by the Trustee for such
purposes, or such other location specified in the notice to Certificateholders
of such final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Trustee and the other parties to the Agreement with the
consent of the Holders of Certificates affected by such amendment evidencing the
requisite Percentage Interest, as provided in the Agreement. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the office designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust Fund will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Trustee and the Depositor and any agent of the Trustee or the
Depositor may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Trustee, nor
any such agent shall be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the [Group I ][Group II] Mortgage Loans is less than or equal to 10%
of the [Group I][Group II] Cut-off Date Pool Principal Balance, the Person
specified in Section 9.01 of the Agreement will have the option to repurchase,
in whole, from the Trust Fund all remaining [Group I ][Group II] Mortgage Loans
in and all property acquired in respect of the [Group I ][Group II] Mortgage
Loans at a purchase price determined as provided in the Agreement. The
obligations and responsibilities created by the Agreement will terminate as
provided in Section 9.01 of the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
Dated:
________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______, or, if mailed by check, to _____________________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT B
FORM OF [CLASS I-R][CLASS II-AR] CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION
4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON
BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.
Certificate No. : R
Cut-off Date : March 1, 2007
First Distribution Date : April 25, 2007
CUSIP : R [__________________]
ISIN : R [_________________]
BCAP LLC
BCAP LLC Trust 2007-AA2
Mortgage Pass-Through Certificates, Series 2007-AA2
[Class I-R][Class II-AR]
evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Class Certificate Balance at any time may be
less than the Class Certificate Balance as set forth herein. This Certificate
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
This certifies that [____________] is the registered owner of the
Percentage Interest specified above of any monthly distributions due to the
[Class I-R][Class II-AR] Certificates pursuant to a Trust Agreement dated as of
the Cut-off Date specified above (the "Agreement") between BCAP LLC, as
depositor (the "Depositor"), Xxxxx Fargo Bank, N. A., as custodian (the
"Custodian") and Deutsche Bank National Trust Company, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this [Class
I-R][Class II-AR] Certificate at the office designated by the Trustee for such
purposes.
No transfer of a [Class I-R][Class II-AR] Certificate shall be made
unless the Trustee shall have received a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or
arrangement subject to Section 4975 of the Code or a plan subject to Similar
Law, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund.
In the event that such representation is violated, or any attempt is made to
transfer to a plan or arrangement subject to Section 406 of ERISA or a plan
subject to Section 4975 of the Code or a plan subject to Similar Law, or a
person acting on behalf of any such plan or arrangement or using the assets of
any such plan or arrangement, such attempted transfer or acquisition shall be
void and of no effect.
Each Holder of this [Class I-R][Class II-AR] Certificate shall be
deemed by the acceptance or acquisition an Ownership Interest in this [Class
I-R][Class II-AR] Certificate to have agreed to be bound by the following
provisions, and the rights of each Person acquiring any Ownership Interest in
this [Class I-R][Class II-AR] Certificate are expressly subject to the following
provisions: (i) each Person holding or acquiring any Ownership Interest in this
[Class I-R][Class II-AR]Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee, (ii) no Ownership Interest in this [Class I-R][Class
II-AR] Certificate may be registered on the Closing Date or thereafter
transferred, and the Trustee shall not register the Transfer of this Certificate
unless, in addition to the certificates required to be delivered to the Trustee
under Section 5.02(b) of the Agreement, the Trustee shall have been furnished
with a Transfer Affidavit of the initial owner or the proposed transferee in the
form attached as Exhibit H to the Agreement, (iii) each Person holding or
acquiring any Ownership Interest in this Class [Class I-R][Class II-AR]
Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person
to whom such Person attempts to Transfer its Ownership Interest this [Class
I-R][Class II-AR] Certificate, (B) to obtain a Transfer Affidavit from any
Person for whom such Person is acting as nominee, Trustee or agent in connection
with any Transfer of this [Class I-R][Class II-AR] Certificate, (C) not to cause
income with respect to the [Class I-R][Class II-AR] Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such Person or any other U.S.
Person and (D) not to Transfer the Ownership Interest in this [Class I-R][Class
II-AR] Certificate or to cause the Transfer of the Ownership Interest in this
[Class I-R][Class II-AR] Certificate to any other Person if it has actual
knowledge that such Person is a Non-Permitted Transferee and (iv) any attempted
or purported Transfer of the Ownership Interest in this [Class I-R][Class II-AR]
Certificate in violation of the provisions herein shall be absolutely null and
void and shall vest no rights in the purported Transferee.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity,
but solely as Trustee
By:____________________________________
Authenticated:
By: _______________________________
Authorized Signatory of
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity,
but solely as Trustee
BCAP LLC
BCAP LLC Trust 2007-AA2
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as BCAP LLC Trust 2007-AA2 Mortgage Pass Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the other parties to the Agreement.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the monthly immediately preceding
the month in which such Distribution Date occurs.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the office designated by the Trustee for such
purposes, or such other location specified in the notice to Certificateholders
of such final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Trustee and the other parties to the Agreement with the
consent of the Holders of Certificates affected by such amendment evidencing the
requisite Percentage Interest, as provided in the Agreement. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the office designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust Fund will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Trustee, the Depositor, and any agent of the Trustee or the
Depositor may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Trustee, nor
any such agent shall be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the [Group I][Group II] Mortgage Loans is less than or equal to 10%
of the [Group I][Group II] Cut-off Date Pool Principal Balance, the Person
specified in Section 9.01 of the Agreement will have the option to repurchase,
in whole, from the Trust Fund all remaining Mortgage Loans and all property
acquired in respect of the [Group I][Group II] Mortgage Loans at a purchase
price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
Dated:
________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______, or, if mailed by check, to _____________________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT C
FORM OF CLASS I-CE CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS TWO
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT-REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN, OR IF THE TRANSFEREE IS AN INSURANCE COMPANY AND THE
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE SATISFY THE REQUIREMENTS FOR
EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, TO THE
EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR
OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN
THIS AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE
CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE
OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
NO TRANSFER OF ANY CLASS I-CE CERTIFICATES SHALL BE MADE UNLESS THE PROPOSED
TRANSFEREE OF SUCH CLASS I-CE CERTIFICATE PROVIDES TO THE TRUSTEE THE
APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM W-8BEN,
W-8IMY, W-8EXP OR W-8EC1, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND
AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION OF ANY SUCH FORM, (II) AS
REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND (III) PROMPTLY UPON
LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AS A CONDITION TO SUCH
TRANSFER. UNDER THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM
FROM A TRANSFEREE OF ANY CLASS I-CE CERTIFICATE, THE TRUSTEE SHALL FORWARD SUCH
TAX CERTIFICATION FORM PROVIDED TO IT TO THE GROUP I SWAP PROVIDER. EACH HOLDER
OF A CLASS I-CE CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE
CONSENTED TO THE TRUSTEE FORWARDING TO THE GROUP I SWAP PROVIDER ANY SUCH TAX
CERTIFICATION FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER
RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS I-CE CERTIFICATE TO
A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL
AND VOID UNDER THIS AGREEMENT.
Certificate No. : I-CE
Cut-off Date : March 1, 2007
First Distribution Date : April 25, 2007
Percentage Interest of this
Certificate ("Denomination") : 100%
CUSIP : 05530N AM9
ISIN : US05530NAM92
BCAP LLC
BCAP LLC Trust 2007-AA2
Mortgage Pass-Through Certificates, Series 2007-AA2
CLASS I-CE
evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.
Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation
of, or an interest in, and is not guaranteed by the Depositor or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.
This certifies that [_______________________] is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Denomination of this Certificate by the aggregate of the
Denominations of all Certificates of the Class to which this Certificate
belongs) in certain monthly distributions pursuant to a Trust Agreement dated as
of the Cut-off Date specified above (the "Agreement") between BCAP LLC, as
depositor (the "Depositor"), Xxxxx Fargo Bank, N.A., as custodian (the
"Custodian") and Deutsche Bank National Trust Company, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
office designated by the Trustee for such purposes or the office or agency
maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and such laws. In the event of any
such transfer, the Trustee shall require the transferor to execute a transferor
certificate (in substantially the form attached to the Agreement) and deliver
either (i) a Rule 144A Letter, in either case substantially in the form attached
to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No
transfer of a Certificate of this Class shall be made unless the Trustee shall
have received either (i) a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code or any materially
similar provisions of applicable federal, state or local law ("Similar Law") or
a person acting on behalf of or investing plan assets of any such plan, which
representation letter shall not be an expense of the Trustee, or (ii) if the
transferee is an insurance company and the certificate has been the subject of
an ERISA-Qualifying Underwriting, a representation letter that it is purchasing
such Certificates with the assets of its general account and that the purchase
and holding of such Certificates satisfy the requirements for exemptive relief
under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate
presented for registration in the name of an employee benefit plan subject to
ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments) or a plan subject to Similar
Law, or a Trustee of any such plan or any other person acting on behalf of any
such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel shall
not be an expense of the Trustee, the Depositor or the Trust Fund, addressed to
the Trustee and the Depositor to the effect that the purchase and holding of
such Certificate will not constitute or result in a non-exempt prohibited
transaction within the meaning of ERISA, Section 4975 of the Code or any Similar
Law and will not subject the Trustee to any obligation in addition to those
expressly undertaken in this Agreement or to any liability.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity,
but solely as Trustee
By:____________________________________
Authenticated:
By:_________________________________
Authorized Signatory of
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity,
but solely as Trustee
BCAP LLC
BCAP LLC Trust 2007-AA2
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as BCAP LLC Trust 2007-AA2 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the other parties to the Agreement.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the month immediately preceding
the month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the office designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Trustee and the other parties to the Agreement with the consent of the
Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the office designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust Fund will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Trustee, the Depositor and any agent of the Trustee or the
Depositor may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Trustee, the Depositor, nor
any such agent shall be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans is less than or equal to 10% of the
Cut-off Date Principal Balance, the Person specified in Section 9.01 of the
Agreement will have the option to repurchase, in whole, from the Trust Fund all
remaining Group I Mortgage Loans and all property acquired in respect of the
Group I Mortgage Loans at a purchase price determined as provided in the
Agreement. The obligations and responsibilities created by the Agreement will
terminate as provided in Section 9.01 of the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
Dated:
________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______, or, if mailed by check, to _____________________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.
This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.
EXHIBIT D
FORM OF REQUEST FOR RELEASE
(for Xxxxx Fargo Bank, N.A., as custodian)
In connection with the administration of the Mortgage Loans held by
you as trustee, we request the release, and acknowledge receipt, of the
(Custodial File/[specify documents]) for the Mortgage Loan described below, for
the reason indicated.
Mortgagor's Name, Address & Zip Code:
Mortgage Loan Number:
Send Custodial File to:
Reason for Requesting Documents (check one)
_______ 1. Mortgage Loan Paid in Full. (The requestor hereby certifies
that all amounts received in connection therewith have been
credited to the Collection Account pursuant to the Trust
Agreement.)
_______ 2. Mortgage Loan Repurchased Pursuant to any or all of the
Trust Agreement, the applicable Servicing Agreements or the
Assignment Agreements. (The requestor hereby certifies that
the Repurchase Price (as defined in the applicable agreement)
has been credited to the Collection Account pursuant to the
Trust Agreement.)
_______ 3. Mortgage Loan Liquidated by _________________. (The
requestor hereby certifies that all proceeds of foreclosure,
insurance, condemnation or other liquidation have been finally
received and credited to the Collection Account pursuant to
the Trust Agreement.)
_______ 4. Mortgage Loan in Foreclosure.
_______ 5. Other (explain).
If box 1, 2 or 3 above is checked, and if all or part of the
Custodial File was previously released to us, please release to us our previous
request and receipt on file with you, as well as any additional documents in
your possession relating to the specified Mortgage Loan.
Capitalized terms not defined herein shall have the meanings set
forth in the Trust Agreement, dated as of March 1, 2007 (the "Trust Agreement"),
between BCAP LLC, as depositor, Xxxxx Fargo Bank, N.A., as custodian, and
Deutsche Bank National Trust Company, as trustee.
I, the undersigned, hereby certify that the above statements are
true and correct and set my name hereof on this __ day of ___________, 200_.
[REQUESTOR]
By: _____________________________________
Name:
Title:
If box 4 or 5 above is checked, upon our return of all of the above
documents to you as the trustee, please acknowledge your receipt by signing in
the space indicated below, and returning this form, if requested.
XXXXX FARGO BANK, N.A.,
as a Custodian
By: ______________________________
Name:
Title
EXHIBIT E
FORM OF INITIAL CERTIFICATION OF CUSTODIAN
[date]
[Depositor]
Xxxxx Fargo Bank, National Association
1 Home Campus MAC X2401-06T
Xxx Xxxxxx, Xxxx 00000-0000
Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxxx Xxxxx
Re: Trust Agreement, dated as of March 1, 2007, among BCAP LLC, as
depositor, Xxxxx Fargo Bank, National Association, as custodian and
Deutsche Bank National Trust Company, as trustee
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Trust
Agreement (the "Trust Agreement"), the undersigned, as Custodian, certifies that
it has received:
(i) the original Mortgage Note, endorsed as provided in the
following form: "Pay to the order of ________, without recourse"; and
(ii) except with respect to a MERS Loan, an executed Assignment
of the Mortgage (which may be included in a blanket assignment or
assignments).
Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Trust Agreement. The Custodian makes no representations as to: (i) the validity,
legality, sufficiency, enforceability, recordability or genuineness of any of
the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan or the
perfection or priority of any Mortgage. Notwithstanding anything herein to the
contrary, the Custodian has made no determination and makes no representations
as to whether (i) any endorsement is sufficient to transfer all right, title and
interest of the party so endorsing, as noteholder or assignee thereof, in and to
that Mortgage Note or (ii) any assignment is in recordable form or sufficient to
effect the assignment of and transfer to the assignee thereof, under the
Mortgage to which the assignment relates.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement.
XXXXX FARGO BANK, N.A.
By:_________________________________
Name:
Title:
EXHIBIT F
FORM OF DOCUMENT CERTIFICATION
AND EXCEPTION REPORT OF CUSTODIAN
[date]
[Depositor]
[Servicer]
[Original Loan Seller]
_____________________
_____________________
Re: Trust Agreement, dated as of March 1, 2007, among BCAP LLC, as
depositor, Xxxxx Fargo Bank, National Association, as custodian and
Deutsche Bank National Trust Company, as trustee
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Trust Agreement
(the "Trust Agreement"), the undersigned, as Custodian, hereby certifies that as
to each Mortgage Loan (other than any Mortgage Loan paid in full or listed on
the attached Document Exception Report) it has received:
(a) the original Mortgage Note, endorsed without recourse in blank
by the last endorsee, including all intervening endorsements showing a
complete chain of endorsement from the originator to the last endorsee;
(b) The original Assignment of Mortgage in blank, unless the
Mortgage Loan is a MERS Mortgage Loan;
(c) the related original Mortgage and evidence of its recording or,
in certain limited circumstances, a certified copy of the mortgage with
evidence of recording with the standard Xxxxxx Xxx/FHLMC Condominium Rider
or PUD Rider be attached if the mortgaged property is a condominium or is
located in a PUD;
(d) except with respect to a MERS Loan, originals of any intervening
Mortgage assignment or certified copies in either case evidencing
recording; provided that the assignment may be in the form of a blanket
assignment or assignments, a copy of which with evidence of recording
shall be acceptable;
(e) originals of all assumption, modification, agreements or
certified copies thereof, in either case with evidence of recording if
required to maintain the lien of the mortgage or if otherwise required,
or, if recordation is not required, an original or copy of the agreement;
(f) an original or copy of a title insurance policy, a certificate
of title, or attorney's opinion of title and abstract of title;
(g) to the extent applicable, (1) an original power of attorney, or
a certified copy thereof, in either case with evidence of recordation
thereon if necessary to maintain the lien of the Mortgage or if the
document to which such power of attorney relates is required to be
recorded, or, if recordation is not so required, an original or copy of
such power of attorney, and (2) an original or copy of any surety
agreement or guaranty agreement;
(h) for each Mortgage Loan with respect to which the Mortgagor's
name as it appears on the note does not match the borrower's name on the
mortgage loan schedule, one of the following: the original of the
assumption agreement, or a certified copy thereof, in either case with
evidence of recording thereon if required to maintain the lien of the
mortgage or if otherwise required, or, if recordation is not so required,
an original or copy of such assumption agreement;
(i) a security agreement, chattel mortgage or equivalent document
executed in connection with the mortgage, if any.
Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items 2, 8, 31 and 32 of the
Mortgage Loan Schedule accurately reflects information set forth in the
Custodial File.
The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review of the Custodial File
specifically required in the Trust Agreement. The Custodian makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or the perfection or priority of any Mortgage. Notwithstanding anything
herein to the contrary, the Custodian has made no determination and makes no
representations as to whether (i) any endorsement is sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in recordable
form or sufficient to effect the assignment of and transfer to the assignee
thereof, under the Mortgage to which the assignment relates.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement.
XXXXX FARGO BANK, N.A., not in its
individual capacity, but solely as
Custodian
By:____________________________________
Name:
Title:
EXHIBIT G
FORM OF RESIDUAL TRANSFER AFFIDAVIT
BCAP LLC Trust 2007-AA2,
Mortgage Pass-Through Certificates, Series 2007-AA2
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a [Class I-R][Class II-AR]
Certificate (the "Certificate") issued pursuant to the Trust Agreement (the
"Agreement"), between BCAP LLC, as depositor (the "Depositor"), Xxxxx Fargo
Bank, N.A., as custodian (the "Custodian") and Deutsche Bank National Trust
Company, as trustee (the "Trustee"). Capitalized terms used, but not defined
herein, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee for the benefit of the Depositor, and the Trustee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass through entity an
affidavit that such record holder is a Permitted Transferee and the pass through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit H to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.
7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands
that the taxes payable with respect to the Certificate may exceed the cash flow
with respect thereto in some or all periods and intends to pay such taxes as
they become due. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.
8. The Transferee's taxpayer identification number is
______________.
9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
11. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check one of the following:
[_] The present value of the anticipated tax liabilities associated
with holding the Certificate, as applicable, does not exceed the sum of:
(i) the present value of any consideration given to the
Transferee to acquire such Certificate;
(ii) the present value of the expected future distributions on
such Certificate; and
(iii) the present value of the anticipated tax savings
associated with holding such Certificate as the related REMIC
generates losses.
For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee:
[_] The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in
U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the transfer,
the Transferee had gross assets for financial reporting purposes
(excluding any obligation of a person related to the Transferee
within the meaning of U.S. Treasury Regulations Section
1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in
excess of $10 million;
(iii) the Transferee will transfer the Certificate only to
another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
and
(iv) the Transferee determined the consideration paid to it to
acquire the Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee)
that it has determined in good faith.
[_] None of the above.
13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a
plan subject to any federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting
on behalf of or investing plan assets of such a plan.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ____ day of _______, 20__.
_______________________________
Print Name of Transferee
By:______________________________
Name:
Title:
[Corporate Seal]
ATTEST:
-------------------------------
[Assistant] Secretary
Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this ____ day of ________, 20__.
______________________________
NOTARY PUBLIC
My Commission expires the __ day
of _________, 20__
EXHIBIT H
FORM OF TRANSFEROR CERTIFICATE
__________, 20__
BCAP LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxx
DB Services Tennessee
000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Transfer Unit
Re: BCAP LLC Trust 2007-AA2,
Mortgage Pass-Through Certificates Series 2007-AA2,
Class [?]
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and
(c) to the extent we are disposing of a Residual Certificate, (A) we have no
knowledge the Transferee is not a Permitted Transferee and (B) after conducting
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificates as they become due and (C) we have no
reason to believe that the statements made in paragraphs 7, 10 and 11 of the
Transferee's Residual Transfer Affidavit are false.
Very truly yours,
Print Name of Transferor
By: ____________________________
Authorized Officer
EXHIBIT I
FORM OF RULE 144A LETTER
____________, 20__
BCAP LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxx
DB Services Tennessee
000 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Transfer Unit
Barclays Bank PLC,
as Group I Swap Provider
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: BCAP 2007-AA2
Re: BCAP LLC Trust 2007-AA2,
Mortgage Pass-Through Certificates Series 2007-AA2,
Class [?]
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either we are purchasing a Class I-1-A
Certificate, Class I-2-A-1 Certificate, Class I-2-A-2 Certificate, Class
II-1-A-1 Certificate, Class II-1-A-2 Certificate, Class II-1-A-3 Certificate,
Class II-1-A-4 Certificate, Class II-1-A-5 Certificate, Class II-1-A-6
Certificate, Class II-1-A-7 Certificate, Class II-1-A-8 Certificate, Class
II-1-A-9 Certificate, Class II-1-A-10 Certificate, Class II-1-A-11 Certificate,
Class II-1-A-12 Certificate, Class II-1-A-13 Certificate, Class II-1-A-14
Certificate, Class II-1-A-15 Certificate, Class II-1-PO Certificate, Class
II-1-IO Certificate, Class II-AR Certificate, Class II-2-A-1 Certificate, Class
I-M-1 Certificate, Class I-M-2 Certificate, Class I-M-3 Certificate, Class I-M-4
Certificate, Class I-M-5 Certificate, Class I-M-6 Certificate, Class I-M-7
Certificate, Class I-M-8 Certificate, Class II-2-PO Certificate, Class II-2-IO
Certificate, Class II-M-1 Certificate, Class II-B-1 Certificate, or Class II-B-2
Certificate, or we are not an employee benefit plan that is subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
a plan or arrangement that is subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), or a plan subject to any federal, state
or local law materially similar to the foregoing provisions of ERISA or the
Code, nor are we acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such acquisition, or, with
respect to a Class II-B-3 Certificate, Class II-B-4 Certificate and Class II-B-5
Certificate or Class I-CE Certificate that has been the subject of an
ERISA-Qualifying Underwriting, the purchaser is an insurance company that is
purchasing this certificate with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and the purchase and holding
of such Certificates satisfy the requirements for exemptive relief under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our
behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates and (f) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.
Our taxpayer identification number is [_]. We attach hereto IRS Form
W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments) or W-9, as applicable.
We hereby consent to the attached Forms being provided to the Group I Swap
Provider.
ANNEX 1 TO EXHIBIT I
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned
and/or invested on a discretionary basis $___________(1) in securities (except
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.
____ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended.
____ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
____ Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements, a
copy of which is attached hereto.
____ Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
____ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.
-------------------------
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
____ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.
____ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
____ Investment Advisor. The Buyer is an investment advisor registered under the
Investment Advisors Act of 1940.
____ Small Business Investment Company. Buyer is a small business investment
company licensed by the U.S. Small Business Administration under Section 301(c)
or (d) of the Small Business Investment Act of 1958.
____ Business Development Company. Buyer is a business development company as
defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan as provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.
_________________________________
Print Name of Transferee
By:______________________________________
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT I
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That are Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.
____ The Buyer owned $___________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $__________ in securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.
___________________________________
Print Name of Transferee
By:________________________________
Name:
Title:
IF AN ADVISER:
___________________________________
Print Name of Buyer
Date:______________________________
EXHIBIT J
XXXXXXXX-XXXXX CERTIFICATION
[DATE]
BCAP TRUST LLC 2007-AA2
[ ]
Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: BCAP TRUST LLC 2007-AA2
I, [identify the certifying individual], certify that:
1. I have reviewed the report on Form 10-K and all reports on Form
10-D required to be filed in respect of the period covered by this report on
Form 10-K of BCAP TRUST LLC 0000-XX0 (xxx "Xxxxxxxx Xxx periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports, taken
as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and
other information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act periodic reports;
4. [I am responsible for reviewing the activities performed by the
servicer(s) and based on my knowledge and the compliance review(s) conducted in
preparing the servicer compliance statement(s) required in this report under
Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic
reports, the servicer(s) [has/have] fulfilled [its/their] obligations under the
servicing agreement(s) in all material respects and]
5. All of the reports on assessment of compliance with servicing
criteria for ABS and their related attestation reports on assessment of
compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.
[In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties [name of
servicer, sub-servicer, co-servicer, depositor or trustee].]
Date: _____________________
_________________________________
[Signature]
[Title]
EXHIBIT K
FORM OF TRUSTEE CERTIFICATION TO
BE PROVIDED TO DEPOSITOR
Re: BCAP LLC Trust 2007-AA2 (the "Trust") Mortgage Pass-Through
Certificates Series 2007-AA2, issued pursuant to the Trust
Agreement, dated as of March 1, 2007 (the "Trust Agreement"),
between BCAP LLC, as depositor (the "Depositor"), Deutsche Bank
National Trust Company, as trustee, and Xxxxx Fargo Bank, National
Association, as custodian
The Trustee hereby certifies to the Depositor and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal
year [___] (the "Annual Report"), and all reports on Form 10-D required to be
filed in respect of the period covered by the Annual Report (collectively with
the Annual Report, the "Reports"), of the Trust;
2. Based on my knowledge, the Reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
the Annual Report, it being understood that the Trustee is not responsible for
verifying the accuracy or completeness of information in the Reports (a)
provided by Persons other than the Trustee or any Subcontractor utilized by the
Trustee or (b) relating to Persons other than the Trustee or any Subcontractor
utilized by the Trustee as to which a Responsible Officer of the Trustee does
not have actual knowledge;
3. Based on my knowledge, the distribution information required to
be provided by the Trustee under the Trust Agreement for inclusion in the
Reports is included in the Reports; and
4. The report on assessment of compliance with servicing criteria
applicable to the Trustee for asset-backed securities of the Trustee and each
Subcontractor utilized by the Trustee and its related attestation report on
assessment of compliance with servicing criteria required to be included in the
Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
Any material instances of non-compliance are described in such report and have
been disclosed in the Annual Report.
Date:
By:
Name:
Title:
Date: _________________________________
DEUTSCHE BANK NATIONAL TRUST
COMPANY
By:
[Signature]
[Title]
EXHIBIT L-1
XXXXX FARGO SALE AND SERVICING AGREEMENT
================================================================================
XXXXXX FUNDING LLC,
Purchaser
and
XXXXX FARGO BANK, N.A.,
Company
--------------------------------------------------------------------------------
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of February 1, 2007
--------------------------------------------------------------------------------
Fixed Rate Mortgage Loans
================================================================================
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS
AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files;
Maintenance of Servicing Files...............................
Section 2.02 Books and Records; Transfers of Mortgage Loans...............
Section 2.03 Custodial Agreement; Delivery of Documents...................
Section 2.04 Examination of Mortgage Files................................
Section 2.05 Representations, Warranties and Agreements of Company........
Section 2.06 [Reserved]...................................................
Section 2.07 Closing......................................................
Section 2.08 Closing Documents............................................
ARTICLE III
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.......................
Section 3.02 Representations and Warranties Regarding Individual
Mortgage Loans...............................................
Section 3.03 Repurchase...................................................
Section 3.04 Repurchase of Mortgage Loans with First Payment Defaults.....
Section 3.05 Premium Recapture............................................
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Company to Act as Servicer...................................
Section 4.02 Liquidation of Mortgage Loans................................
Section 4.03 Collection of Mortgage Loan Payments.........................
Section 4.04 Establishment of and Deposits to Custodial Account...........
Section 4.05 Permitted Withdrawals From Custodial Account.................
Section 4.06 Establishment of and Deposits to Escrow Account..............
Section 4.07 Permitted Withdrawals From Escrow Account....................
Section 4.08 Payment of Taxes, Insurance and Other Charges................
Section 4.09 Protection of Accounts.......................................
Section 4.10 Maintenance of Hazard Insurance..............................
Section 4.11 Maintenance of Mortgage Impairment Insurance.................
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions
Insurance....................................................
Section 4.13 Inspections..................................................
Section 4.14 Restoration of Mortgaged Property............................
Section 4.15 Maintenance of PMI Policy; Claims............................
Section 4.16 Title, Management and Disposition of REO Property............
Section 4.17 Real Estate Owned Reports....................................
Section 4.18 Liquidation Reports..........................................
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged
Property.....................................................
Section 4.20 Application of Buydown Funds.................................
Section 4.21 Notification of Adjustments..................................
Section 4.22 Confidentiality/Protection of Customer Information...........
Section 4.23 Fair Credit Reporting Act....................................
Section 4.24 Establishment of and Deposits to Subsidy Account.............
Section 4.25 Letter of Credit Compliance..................................
Section 4.26 Letter of Credit Draws.......................................
Section 4.27 Assignment of the Letter of Credit...........................
Section 4.28 Pledge Holder Defaults.......................................
Section 4.29 Use of Subservicers and Subcontractors.......................
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01 Remittances..................................................
Section 5.02 Statements to Purchaser......................................
Section 5.03 Monthly Advances by Company..................................
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Transfers of Mortgaged Property..............................
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files......
Section 6.03 Servicing Compensation.......................................
Section 6.04 Annual Statements as to Compliance...........................
Section 6.05 [Reserved]...................................................
Section 6.06 Report on Assessment of Compliance and Attestation...........
Section 6.07 Remedies.....................................................
Section 6.08 Right to Examine Company Records.............................
Section 6.09 Compliance with REMIC Provisions.............................
ARTICLE VII
COMPANY TO COOPERATE
Section 7.01 Provision of Information.....................................
Section 7.02 Financial Statements; Servicing Facility.....................
ARTICLE VIII
INDEMNIFICATION AND ASSIGNMENT
Section 8.01 Indemnification; Third Party Claims..........................
Section 8.02 Merger or Consolidation of the Company.......................
Section 8.03 Limitation on Liability of Company and Others................
Section 8.04 Limitation on Resignation and Assignment by Company..........
Section 8.05 Assignment by Purchaser......................................
ARTICLE IX
AGENCY TRANSFERS, SECURITIZATION
TRANSACTIONS AND WHOLE LOAN TRANSFERS
Section 9.01 Agency Transfers, Securitization Transactions and Whole
Loan Transfers...............................................
ARTICLE X
DEFAULT
Section 10.01 Events of Default............................................
Section 10.02 Waiver of Defaults...........................................
ARTICLE XI
TERMINATION
Section 11.01 Termination..................................................
Section 11.02 Termination Without Cause....................................
Section 11.03 Transfer of Servicing........................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Successor to Company.........................................
Section 12.02 Amendment....................................................
Section 12.03 Governing Law................................................
Section 12.04 Duration of Agreement........................................
Section 12.05 Notices......................................................
Section 12.06 Severability of Provisions...................................
Section 12.07 Relationship of Parties......................................
Section 12.08 Execution; Successors and Assigns............................
Section 12.09 Recordation of Assignments of Mortgage.......................
Section 12.10 Assignment by Purchaser......................................
Section 12.11 Solicitation of Mortgagor....................................
Section 12.12 Further Agreements...........................................
Section 12.13 General Interpretive Principles..............................
EXHIBITS
Exhibit A Mortgage Loan Schedule
Exhibit B Custodial Agreement
Exhibit C Contents of Each Mortgage File and Servicing File
Exhibit D Data File Elements
Exhibit E Form of Opinion of Counsel
Exhibit F Servicing Criteria
Exhibit G Sarbanes Certification
Exhibit H Form of Assignment, Assumption and Recognition Agreement
Exhibit I Indemnification and Contribution Agreement
Exhibit J Officer's Certificate of the Company
This is a Seller's Warranties and Servicing Agreement for fixed
rate, residential, first lien mortgage loans, dated and effective as of February
1, 2007, and is executed between Xxxxxx Funding LLC, as purchaser (the
"Purchaser"), and Xxxxx Fargo Bank, N.A., as seller and servicer (the
"Company").
W I T N E S S E T H:
WHEREAS, the Purchaser has agreed to purchase from the Company and
the Company has agreed to sell to the Purchaser certain Mortgage Loans (as
defined herein) which have an aggregate outstanding principal balance as of the
close of business on the Cut-off Date, after deduction of payments due on or
before such date, whether or not received, as indicated on the Mortgage Loan
Schedule, which is annexed hereto as Exhibit A;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed
of trust or other security instrument creating a first lien on a residential
dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule;
and
WHEREAS, the Purchaser and the Company wish to prescribe the manner
of purchase of the Mortgage Loans and the conveyance, servicing and control of
the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Purchaser and the
Company agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the
content otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices of prudent mortgage lending institutions
which service mortgage loans of the same type as the Mortgage Loans in the
jurisdiction where the related Mortgaged Property is located.
Adjustable Rate Mortgage Loan: A Mortgage Loan which provides for
the adjustment of the Mortgage Interest Rate payable in respect thereto.
Adjustment Date: As to each Adjustable Rate Mortgage Loan, the date
on which the Mortgage Interest Rate is adjusted in accordance with the terms of
the related Mortgage Note and Mortgage.
Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agency/Agencies: Xxxxxx Xxx, Xxxxxxx Mac or GNMA, or any of them as
applicable.
Agency Transfer: Any sale or transfer of some or all of the Mortgage
Loans by the Purchaser to an Agency which sale or transfer is not a
Securitization Transaction or Whole Loan Transfer.
Agreement: This Seller's Warranties and Servicing Agreement and all
exhibits, amendments and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
Appraised Value: With respect to any Mortgage Loan, the lesser of
(i) the value set forth on the appraisal made in connection with the origination
of the related Mortgage Loan as the value of the related Mortgaged Property, or
(ii) the purchase price paid for the Mortgaged Property, provided, however, that
in the case of a refinanced Mortgage Loan, such value shall be based solely on
the appraisal made in connection with the origination of such Mortgage Loan.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the sale of the Mortgage to the Purchaser, or if the related Mortgage has been
recorded in the name of MERS or its designee, such actions as are necessary to
cause the Purchaser to be shown as the owner of the related Mortgage on the
records of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS.
Assignment of Mortgage Note and Pledge Agreement: With respect to a
Cooperative Loan, an assignment of the Mortgage Note and Pledge Agreement.
Assignment of Proprietary Lease: With respect to a Cooperative Loan,
as assignment of the Proprietary Lease sufficient under the laws of the
jurisdiction wherein the related Cooperative Apartment is located to effect the
assignment of such Proprietary Lease.
Balloon Loan: A Mortgage Loan for which the Monthly Payments will
not fully amortize the mortgage loan by the end of the term, at which time the
balance of the principal is due in a lump sum.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions in the states where the
parties are located are authorized or obligated by law or executive order to be
closed.
Buydown Agreement: An agreement between the Company and a Mortgagor,
or an agreement among the Company, a Mortgagor and a seller of a Mortgaged
Property or a third party with respect to a Mortgage Loan which provides for the
application of Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, any amount
contributed by the seller of a Mortgaged Property subject to a Buydown Mortgage
Loan, the buyer of such property, the Company or any other source, plus interest
earned thereon, in order to enable the Mortgagor to reduce the payments required
to be made from the Mortgagor's funds in the early years of a Mortgage Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buydown Agreement, (i) the Mortgagor pays less than the full
monthly payments specified in the Mortgage Note for a specified period, and (ii)
the difference between the payments required under such Buydown Agreement and
the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in
effect with respect to a related Buydown Mortgage Loan.
Closing Date: February 27, 2007.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time or any successor statute thereto, and applicable U.S. Department of
the Treasury regulations issued pursuant thereto.
Commission: The United States Securities and Exchange Commission.
Commitment Letter: That certain letter agreement dated as of January
12, 2007, between the Company and the Purchaser. [MODIFY FOR TWO LETTERS
THROUGHOUT]
Company: Xxxxx Fargo Bank, N.A., or its successor in interest or
assigns, or any successor to the Company under this Agreement appointed as
herein provided.
Company Information: As defined in Section 9.01(e)(i)(A).
Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.
Cooperative: The entity that holds title (fee or an acceptable
leasehold estate) to all of the real property that the Project comprises,
including the land, separate dwelling units and all common areas.
Cooperative Apartment: The specific dwelling unit relating to a
Cooperative Loan.
Cooperative Lease: With respect to a Cooperative Loan, the lease
with respect to a dwelling unit occupied by the Mortgagor and relating to the
stock allocated to the related dwelling unit.
Cooperative Lien Search: A search for (a) federal tax liens,
mechanics' liens, lis pendens, judgments of record or otherwise against (i) the
Cooperative, (ii) the seller of the Cooperative Apartment and (iii) the Company
if the Cooperative Loan is a refinanced Mortgage Loan, (b) filings of financing
statements and (c) the deed of the Project into the Cooperative.
Cooperative Loan: A Mortgage Loan that is secured by Cooperative
Shares and a Proprietary Lease granting exclusive rights to occupy the related
Cooperative Apartment.
Cooperative Shares: The shares of stock issued by a Cooperative,
owned by the Mortgagor, and allocated to a Cooperative Apartment.
Covered Loan: A Mortgage Loan categorized as "Covered" pursuant to
the Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.7,
Appendix E, revised July 1, 2006 (excluding New Jersey "Covered Home Loans" as
that term is defined in clause (1) of the definition of that term in the New
Jersey Home Ownership Security Act of 2002).
Custodial Account: The separate account or accounts created and
maintained pursuant to Section 4.04.
Custodial Agreement: The agreement governing the retention of the
originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other
Mortgage Loan Documents, a form of which is annexed hereto as Exhibit B.
Custodian: The custodian under the Custodial Agreement, or its
successor in interest or assigns, or any successor to the Custodian under the
Custodial Agreement as provided therein.
Cut-off Date: February 1, 2007.
Data File: The electronic data file prepared by the Company and
delivered to the Purchaser including the data fields set forth on Exhibit D,
with respect to the Mortgage Loans.
Deemed Material and Adverse Representation: Each representation and
warranty identified as such in Section 3.02 of this Agreement.
Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the
Company in accordance with the terms of this Agreement and which is, in the case
of a substitution pursuant to Section 3.03, replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depositor: The depositor, as such term is defined in Regulation AB,
with respect to any Securitization Transaction.
Determination Date: The Business Day immediately preceding the
related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due
on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month of the Remittance
Date and ending on the first day of the month of the Remittance Date.
Errors and Omissions Insurance Policy: An errors and omissions
insurance policy to be maintained by the Company pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and
maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other related
document.
Event of Default: Any one of the conditions or circumstances
enumerated in Section 10.01.
Exchange Act: The Securities and Exchange Act of 1934, as amended.
Xxxxxx Xxx: The Federal National Mortgage Association, or any
successor thereto.
Xxxxxx Mae Guides: The Xxxxxx Xxx Xxxxxxx' Guide and the Xxxxxx Mae
Servicers' Guide, and all amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company
pursuant to Section 4.12.
First Remittance Date: March 19, 2007.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, or any
successor thereto.
Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note which is
added to the Index in order to determine the related Mortgage Interest Rate, as
set forth in the Mortgage Loan Schedule.
High Cost Loan: A Mortgage Loan (a) covered by the Home Ownership
and Equity Protection Act of 1994 ("HOEPA"), (b) with an "annual percentage
rate" or total "points and fees" payable by the related Mortgagor (as each such
term is calculated under HOEPA) that exceed the thresholds set forth by HOEPA
and its implementing regulations, including 12 C.F.R. ss. 226.32(a)(1)(i) and
(ii), (c) classified as a "high cost home," "threshold," "covered," (excluding
New Jersey "Covered Home Loans" as that term is defined in clause (1) of the
definition of that term in the New Jersey Home Ownership Security Act of 2002
that were originated between November 26, 2003 and July 7, 2004), "high risk
home," "predatory" or similar loan under any other applicable state, federal or
local law (or a similarly classified loan using different terminology under a
law imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees) or
(d) categorized as High Cost pursuant to the Standard & Poor's Glossary for File
Format for LEVELS(R) Version 5.7, Appendix E, revised July 1, 2006.
Index: With respect to any Adjustable Rate Mortgage Loan, the index
identified on the Mortgage Loan Schedule and set forth in the related Mortgage
Note for the purpose of calculating the interest thereon.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan for which an
interest-only payment feature is allowed during the interest-only period set
forth in the related Mortgage Note.
Interest Rate Adjustment Date: With respect to each Adjustable Rate
Mortgage Loan, the date, specified in the related Mortgage Note and the Mortgage
Loan Schedule, on which the Mortgage Interest Rate is adjusted.
Lender Paid Mortgage Insurance Policy or LPMI Policy: A PMI Policy
for which the Company pays all premiums from its own funds, without
reimbursement therefore.
Letter of Credit: With respect to a Pledged Asset Mortgage Loan, a
guaranty issued to the Company by the Pledge Holder for the Pledged Value
Amount.
Lifetime Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage
Interest Rate thereunder. The Mortgage Interest Rate during the terms of each
Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest
Rate at the time of origination of such Adjustable Rate Mortgage Loan by more
than the Lifetime Rate Cap set forth as an amount per annum on the Mortgage Loan
Schedule.
Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the
sale of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio of the original loan amount of the Mortgage Loan at its origination
(unless otherwise indicated) to the Appraised Value of the Mortgaged Property.
Maximum Mortgage Interest Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate that is set forth on the Mortgage Loan Schedule and in the
related Mortgage Note which is the maximum interest rate to which the Mortgage
Interest Rate on such Mortgage Loan may be increased on any Adjustment Date.
MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, or any successor in interest thereto.
MERS Mortgage Loan: Any Mortgage Loan as to which the related
Mortgage or Assignment of Mortgage has been registered with MERS on the MERS
System
MERS System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number used to identify mortgage
loans registered under MERS.
Minimum Mortgage Interest Rate: With respect to each Adjustable Rate
Mortgage Loan, a rate that is set forth in the related Mortgage Note which is
the minimum interest rate to which the Mortgage Interest Rate on such Mortgage
Loan may be decreased on any Adjustment Date.
Monthly Advance: The portion of each Monthly Payment that is
delinquent with respect to each Mortgage Loan at the close of business on the
Determination Date required to be advanced by the Company pursuant to Section
5.03 on the Business Day immediately preceding the Remittance Date of the
related month.
Monthly Payment: The scheduled monthly payment of principal and
interest, or in the case of an Interest Only Mortgage Loan, payments of (i)
interest or (ii) principal and interest, as applicable, on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note, which creates a first lien on an unsubordinated estate in fee
simple in real property securing the Mortgage Note or the Pledge Agreement
securing the Mortgage Note for a Cooperative Loan.
Mortgage File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit C annexed hereto, and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or
blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note from time to time, in accordance with the provisions of the
Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of
this Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan includes
without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: With respect to a Mortgage Loan, the
documents listed on Exhibit C attached hereto.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan,
the annual rate of interest remitted to the Purchaser, which shall be equal to
the related Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto
as Exhibit A, such schedule setting forth the following information with respect
to each Mortgage Loan: (1) the Company's Mortgage Loan number; (2) the city,
state and zip code of the Mortgaged Property; (3) a code indicating whether the
Mortgaged Property is a single family residence, two-family residence,
three-family residence, four-family residence, a Cooperative Apartment, planned
unit development or condominium; (4) the Mortgage Interest Rate as of the
Cut-off Date; (5) the Mortgage Loan Remittance Rate as of the Cut-off Date; (6)
the Monthly Payment as of the Cut-off Date; (7) the Gross Margin; (8) the
original term to maturity; (9) the scheduled maturity date; (10) the principal
balance of the Mortgage Loan as of the Cut-off Date after deduction of payments
of principal due on or before the Cut-off Date whether or not collected; (11)
the Loan-to-Value Ratio; (12) the next Adjustment Date immediately following the
Cut-off Date; (13) the lifetime Periodic Interest Rate Cap; (14) the Index; (15)
the type of Adjustable Rate Mortgage Loan; (16) the Maximum Mortgage Interest
Rate; (17) the first Adjustment Date immediately following origination; (18)
whether the Mortgage Loan is convertible or not; (19) a code indicating the
mortgage guaranty insurance company; and (20) the Servicing Fee Rate.
Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage, including any addendum, attachment, allonge,
amendment, supplement or modification thereto.
Mortgaged Property: The real property securing repayment of the debt
evidenced by a Mortgage Note, or with respect to a Cooperative Loan, the
Cooperative Apartment.
Mortgagor: The obligor on a Mortgage Note.
Non-Assigned Letter of Credit: A Letter of Credit in which the named
beneficiary is the Company.
Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President or a Vice President or
an Assistant Vice President and certified by the Treasurer or the Secretary or
one of the Assistant Treasurers or Assistant Secretaries of the Company, and
delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an
employee of the Company, reasonably acceptable to the Purchaser.
Periodic Interest Rate Cap: As to each Adjustable Rate Mortgage
Loan, the maximum increase or decrease in the Mortgage Interest Rate on any
Adjustment Date pursuant to the terms of the Mortgage Note.
Periodic Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum amount by
which the Mortgage Interest Rate therein may increase or decrease on an Interest
Rate Adjustment Date above or below the Mortgage Interest Rate previously in
effect. The Periodic Rate Cap for each Adjustable Rate Mortgage Loan is the rate
set forth as such on the Mortgage Loan Schedule.
Person: Any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof.
Pledge Account: With respect to a Pledged Asset Mortgage Loan, an
account that is managed by the Pledge Holder to secure a Letter of Credit.
Pledge Agreement: With respect to a Cooperative Loan, the specific
agreement creating a first lien on and pledge of the Cooperative Shares and the
appurtenant Proprietary Lease.
Pledge Holder: With respect to a Pledged Asset Mortgage Loan, the
entity that holds the Pledge Account, manages the Pledge Account and provides
the Letter of Credit.
Pledge Instruments: With respect to a Cooperative Loan, the Stock
Power, the Assignment of the Proprietary Lease and the Assignment of the
Mortgage Note and Pledge Agreement.
Pledged Asset Mortgage Loan: A Mortgage Loan for which the Mortgagor
has pledged financial assets as partial collateral for the Mortgage Loan, in
lieu of a cash down payment.
Pledged Value Amount: With respect to a Pledged Asset Mortgage Loan,
a minimum of 20% of the lower of the Purchase Price or Appraised Value of a
Mortgaged Property.
PMI Policy: A policy of primary mortgage guaranty insurance
evidenced by an electronic form and certificate number issued by a Qualified
Insurer, as required by this Agreement with respect to certain Mortgage Loans.
The premiums on a PMI Policy may be paid (i) by the Mortgagor or (ii) by the
Company from its own funds, without reimbursement, in the case of an LPMI
Policy. If the premiums are paid by the Company, the PMI Policy is an LPMI
Policy.
Prepayment Penalty: Payments penalties, fees or charges calculated
pursuant to the Mortgage Note and due pursuant to the terms of the Mortgage Loan
as the result of a Principal Prepayment of the Mortgage Loan, not otherwise due
thereon in respect of principal or interest.
Prime Rate: The prime rate announced to be in effect from time to
time, as published as the average rate in The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date,
including any Prepayment Penalty or premium thereon and which is not accompanied
by an amount of interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment.
Principal Prepayment Period: The calendar month preceding the month
in which the related Remittance Date occurs.
Project: With respect to a Cooperative Loan, all real property owned
by the related Cooperative including the land, separate dwelling units and all
common areas.
Proprietary Lease: With respect to a Cooperative Loan, a lease on a
Cooperative Apartment evidencing the possessory interest of the Mortgagor in
such Cooperative Apartment.
Purchase Price: The purchase price for a mortgage loan pool as
specified in the Commitment Letter.
Purchaser: Xxxxxx Funding LLC, or its successor in interest or any
successor to the Purchaser under this Agreement as herein provided.
Qualified Appraiser: An appraiser, duly appointed by the Company,
who had no interest, direct or indirect, in the Mortgaged Property or in any
loan made on the security thereof, and whose compensation was not affected by
the approval or disapproval of the Mortgage Loan, and such appraiser and the
appraisal made by such appraiser both satisfied the requirements of Title XI of
the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the
regulations promulgated thereunder, all as in effect on the date the Mortgage
Loan was originated.
Qualified Correspondent: Any Person from which the Company purchased
Mortgage Loans, provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the Company and
such Person that contemplated that such Person would underwrite mortgage loans
from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines
that do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans were in fact underwritten as described in clause (i) above and were
acquired by the Company within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the
Mortgage Loans for the Company's own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by the
Company on a consistent basis for use by lenders in originating mortgage loans
to be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage Loans were acquired by the Company, pre-purchase or post-purchase
quality assurance procedures (which may involve, among other things, review of a
sample of mortgage loans purchased during a particular time period or through
particular channels) designed to ensure that Persons from which it purchased
mortgage loans properly applied the underwriting criteria designated by the
Company.
Qualified Depository: A deposit account or accounts maintained with
a federal or state chartered depository institution the deposits in which are
insured by the FDIC to the applicable limits and the short-term unsecured debt
obligations of which (or, in the case of a depository institution that is a
subsidiary of a holding company, the short-term unsecured debt obligations of
such holding company) are rated A-1 by Standard & Poor's Ratings Services or
Prime-1 by Xxxxx'x Investors Service, Inc. (or a comparable rating if another
rating agency is specified by the Purchaser by written notice to the Company) at
the time any deposits are held on deposit therein.
Qualified Insurer: A mortgage guaranty insurance company duly
authorized and licensed where required by law to transact mortgage guaranty
insurance business and approved as an insurer by Xxxxxx Xxx or Xxxxxxx Mac.
Qualified Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by the Company for a Deleted Mortgage Loan which must, on the date
of such substitution, (i) have an outstanding principal balance, after deduction
of all scheduled payments due in the month of substitution (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate not less
than, and not more than two percent (2%) greater, than the Mortgage Loan
Remittance Rate of the Deleted Mortgage Loan; (iii) have a remaining term to
maturity not greater than and not more than one year less than that of the
Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan and
(v) comply with each representation and warranty set forth in Sections 3.01 and
3.02.
Rating Agency: Each of Fitch, Inc., Xxxxx'x Investors Service, Inc.,
Standard & Poor's Ratings Services and Dominion Bond Rating Service, Inc., or
any successor thereto.
Recognition Agreement: An agreement whereby a Cooperative and a
lender with respect to a Cooperative Loan (i) acknowledge that such lender may
make, or intends to make, such Cooperative Loan, and (ii) make certain
agreements with respect to such Cooperative Loan.
Reconstitution: Any Securitization Transaction, Agency Transfer or
Whole Loan Transfer.
Reconstitution Agreement: The agreement or agreements entered into
by the Company and the Purchaser and/or certain third parties on the
Reconstitution Date or Dates with respect to any or all of the Mortgage Loans
serviced hereunder, in connection with a Whole Loan Transfer, Agency Transfer or
Securitization Transaction.
Reconstitution Date: The date on which any or all of the Mortgage
Loans serviced under this Agreement shall be reconstituted as part of an Agency
Transfer, Securitization Transaction or Whole Loan Transfer pursuant to Section
9.01 hereof. The Reconstitution Date shall be such date which the Purchaser
shall designate.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. xx.xx. 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. 1506-1631 (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.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating
to a REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter
1, Subtitle A of the Code, and related provisions, regulations, rulings or
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business
Day, the first Business Day immediately following) of any month, beginning with
the First Remittance Date.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an
REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf
of the Purchaser through foreclosure or by deed in lieu of foreclosure, as
described in Section 4.16.
Repurchase Price: Unless agreed otherwise by the Purchaser and the
Company in the Commitment Letter, a price equal to (i) the Stated Principal
Balance of the Mortgage Loan as of the date on which such repurchase takes
place, plus (ii) interest on such Stated Principal Balance at the Mortgage Loan
Remittance Rate from the date on which interest has last been paid and
distributed to the Purchaser through the last day of the month in which such
repurchase takes place, less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for
distribution in the month of repurchase.
RESPA: Real Estate Settlement Procedures Act, as amended from time
to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (a) a
sale or other transfer of some or all of the 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 (b)
an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities, the payments on which are determined primarily by
reference to one or more portfolios of residential mortgage loans consisting, in
whole or in part, of some or all of the Mortgage Loans.
Security Agreement: The agreement creating a security interest in
the stock allocated to a dwelling unit in the residential cooperative housing
corporation that was pledged to secure such Cooperative Loan and the related
Cooperative Lease.
Servicer: As defined in Section 9.01(e)(iii).
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses other than Monthly Advances (including reasonable
attorney's fees and disbursements) incurred in the performance by the Company of
its servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures, (c) the management
and liquidation of any REO Property and (d) compliance with the obligations
under Section 4.08 (excluding the Company's obligation to pay the premiums on
LPMI Policies) and Section 4.10.
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: With respect to each Mortgage Loan, the amount of the
annual fee the Purchaser shall pay to the Company, which shall, for a period of
one full month, be equal to one-twelfth of the product of (a) the Servicing Fee
Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee
shall be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is
received. The obligation of the Purchaser to pay the Servicing Fee is limited
to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds, to the
extent permitted by Section 4.05) of such Monthly Payment collected by the
Company, or as otherwise provided under Section 4.05.
Servicing Fee Rate: 0.375% per annum per Mortgage Loan.
Servicing File: With respect to each Mortgage Loan, the file
retained by the Company consisting of originals of all documents in the Mortgage
File which are not delivered to the Custodian and copies of the Mortgage Loan
Documents listed in the Custodial Agreement the originals of which are delivered
to the Custodian pursuant to Section 2.03.
Servicing Officer: Any officer of the Company involved in or
responsible for the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished by the Company to the
Purchaser upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan and as of any
date of determination, (i) the principal balance of the Mortgage Loan at the
Cut-off Date after giving effect to payments of principal due on or before such
date, whether or not received, minus (ii) all amounts previously distributed to
the Purchaser with respect to the related Mortgage Loan representing payments or
recoveries of principal or advances in lieu thereof.
Static Pool Information: Static pool information as described in
Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Stock Certificate: With respect to a Cooperative Loan, a certificate
evidencing ownership of the Cooperative Shares issued by the Cooperative.
Stock Power: With respect to a Cooperative Loan, an assignment of
the Stock Certificate or an assignment of the Cooperative Shares issued by the
Cooperative.
Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
Company or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of
the Company or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Company under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.
Subsidy Account: An account maintained by the Company specifically
to hold all Subsidy Funds to be applied to individual Subsidy Loans.
Subsidy Funds: With respect to any Subsidy Loans, funds contributed
by the employer of a Mortgagor in order to reduce the payments required from the
Mortgagor for a specified period in specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Data File.
Successor Servicer: Any servicer of one or more Mortgage Loans
designated by the Purchaser as being entitled to the benefits of the
indemnifications set forth in Sections 3.03 and 8.01.
Tax Service Contract: A paid-in-full, life-of-loan tax service
contract with First American Real Estate Tax Service, as described in Section
4.08 hereof.
Third-Party Originator: Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the Company.
Time$aver(R) Mortgage Loan: A Mortgage Loan which has been
refinanced pursuant to a Company program that allows a rate/term refinance of an
existing Company serviced loan with minimal documentation. [XXXXX -NEED TO
DISCUSS]
Transfer Date: In the event the Company is terminated as servicer of
a Mortgage Loan pursuant to Subsections 8.04, 10.01, 11.01(ii) or 11.02, the
date on which the Purchaser, or its designee, shall receive the transfer of
servicing responsibilities and begin to perform the servicing of such Mortgage
Loans, and the Company shall cease all servicing responsibilities.
Underwriting Guidelines: The underwriting guidelines of the Company,
a copy of which has been delivered by the Company to the Purchaser.
[Unverified Information: With respect to the Mortgage Loans
identified on the Data File, information regarding the Mortgagor's income,
source of income, or assets that is stated on the loan application by the
Mortgagor but not verified in the origination process, pursuant to the
applicable Underwriting Guidelines.] [XXXXX -NEED TO DISCUSS]
Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage Loans other than a Securitization Transaction or Agency Transfer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage
Files; Maintenance of Servicing Files.
The Company, simultaneously with the execution and delivery of this
Agreement, does hereby sell, transfer, assign, set over and convey to the
Purchaser, without recourse, but subject to the terms of this Agreement, all the
right, title and interest of the Company in and to the Mortgage Loans. Pursuant
to Section 2.03, the Company has delivered the Mortgage File for each Mortgage
Loan to the Custodian.
The contents of each Mortgage File not delivered to the Custodian
are and shall be held in trust by the Company for the benefit of the Purchaser
as the owner thereof. The Company shall maintain a Servicing File consisting of
a copy of the contents of each Mortgage File and the originals of the documents
in each Mortgage File not delivered to the Custodian. The possession of each
Servicing File by the Company is at the will of the Purchaser for the sole
purpose of servicing the related Mortgage Loan, and such retention and
possession by the Company is in a custodial capacity only. Upon the sale of the
Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the
related Mortgage File and Servicing File shall vest immediately in the
Purchaser, and the ownership of all records and documents with respect to the
related Mortgage Loan prepared by or which come into the possession of the
Company shall vest immediately in the Purchaser and shall be retained and
maintained by the Company, in trust, at the will of the Purchaser and only in
such custodial capacity. The Company shall release its custody of the contents
of any Servicing File only in accordance with written instructions from the
Purchaser, unless such release is required as incidental to the Company's
servicing of the Mortgage Loans or is in connection with a repurchase of any
Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs associated with
the release, transfer and re-delivery of any Mortgage Files and/or Servicing
Files shall be the responsibility of the Purchaser (unless in connection with
Section 3.03 or 6.02).
In addition, in connection with the assignment of any MERS Mortgage
Loan, the Company agrees that it will cause the MERS System to indicate that
such Mortgage Loan has been assigned by the Company to the Purchaser in
accordance with this Agreement by including (or deleting, in the case of a
Mortgage Loan repurchased in accordance with this Agreement) in such computer
files the information required by the MERS System to identify the Purchaser as
the beneficial owner of such Mortgage Loan.
Section 2.02 Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser all
rights arising out of the Mortgage Loans, including, but not limited to, all
funds received on or in connection with the Mortgage Loans, shall be received
and held by the Company in trust for the benefit of the Purchaser as owner of
the Mortgage Loans, and the Company shall retain record title to the related
Mortgages for the sole purpose of facilitating the servicing and the supervision
of the servicing of the Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's
balance sheet and other financial statements as a sale of assets by the Company.
The Company shall be responsible for maintaining, and shall maintain, a complete
set of books and records for each Mortgage Loan which shall be marked clearly to
reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the
Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee, and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of Xxxxxx Xxx or Xxxxxxx Mac, including but not
limited to documentation as to the method used in determining the applicability
of the provisions of the Flood Disaster Protection Act of 1968, as amended, to
the Mortgaged Property, documentation evidencing insurance coverage and
eligibility of any condominium project for approval by Xxxxxx Mae or Xxxxxxx Mac
and records of periodic inspections as required by Section 4.13. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company
may be in the form of microfilm or microfiche or such other reliable means of
recreating original documents, including but not limited to, optical imagery
techniques so long as the Company complies with the requirements of the Xxxxxx
Mae or Xxxxxxx Mac Selling and Servicing Guide, as amended from time to time.
The Company shall maintain with respect to each Mortgage Loan and
shall make available for inspection by the Purchaser or its designee the related
Servicing File during the time the Purchaser retains ownership of a Mortgage
Loan and thereafter in accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the Company
shall note transfers of Mortgage Loans. No transferee of a Mortgage Loan shall
be recognized by the Company hereunder unless such transfer is in compliance
with the terms hereof. For the purposes of this Agreement, the Company shall be
under no obligation to deal with any Person with respect to this Agreement or
the Mortgage Loans unless the books and records show such Person as the owner of
the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement,
sell and transfer one or more of the Mortgage Loans. The Purchaser shall advise
the Company of the transfer. Upon receipt of notice of the transfer, the Company
shall xxxx its books and records to reflect the ownership of the Mortgage Loans
of such assignee, and shall release the previous Purchaser from its obligations
hereunder with respect to the Mortgage Loans sold or transferred. Such
notification of a transfer shall include a final loan schedule which shall be
received by the Company no fewer than five (5) Business Days before the last
Business Day of the month. If such notification is not received as specified
above, the Company's duties to remit and report as required by Section 5 shall
begin with the next Due Period.
The Company must have an internal quality control program that
verifies, on a regular basis, the existence and accuracy of the legal documents,
credit documents, property appraisals, and underwriting decisions. The program
must be capable of evaluating and monitoring the overall quality of the it's
loan production and servicing activities. The program is to ensure that the
Mortgage Loans are originated and serviced in accordance with prudent mortgage
banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.
Section 2.03 Custodial Agreement; Delivery of Documents.
The Company has delivered to the Custodian those Mortgage Loan
Documents as required by this Agreement with respect to each Mortgage Loan.
The Custodian has certified its receipt of all such Mortgage Loan
Documents required to be delivered pursuant to this Agreement, as evidenced by
the trust receipt or initial certification of the Custodian in the form annexed
to the Custodial Agreement. The Purchaser will be responsible for the fees and
expenses of the Custodian.
The Company shall be responsible for paying any costs in connection
with recording the initial Assignment of Mortgage, if necessary or at the
direction of the Purchaser. The Purchaser shall be responsible for paying any
costs in connection with any subsequent recordings for the Assignments of
Mortgage.
The Company shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one
(1) week of their execution, provided, however, that the Company shall provide
the Custodian with a certified true copy of any such document submitted for
recordation within ten (10) days of its execution, and shall provide the
original of any document submitted for recordation or a copy of such document
certified by the appropriate public recording office to be a true and complete
copy of the original within sixty (60) days of its submission for recordation.
In the event any document required to be delivered to the Custodian
in the Custodial Agreement, including an original or copy of any document
submitted for recordation to the appropriate public recording office, is not so
delivered to the Custodian, or to such other Person as the Purchaser shall
designate in writing, within 90 days following the Closing Date (other than with
respect to the Assignments of Mortgage which shall be delivered to the Custodian
in blank and recorded subsequently by the Purchaser or its designee), and in the
event that the Company does not cure such failure within 30 days of discovery or
receipt of written notification of such failure from the Purchaser, the related
Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the
Company at the price and in the manner specified in Section 3.03. The foregoing
repurchase obligation shall not apply in the event that the Company cannot
deliver an original document submitted for recordation to the appropriate public
recording office within the specified period due to a delay caused by the
recording office in the applicable jurisdiction; provided that the Company shall
instead deliver a recording receipt of such recording office or, if such
recording receipt is not available, a copy of such document and an Officer's
Certificate, which shall (i) identify the recorded document; (ii) state that the
recorded document has not been delivered to the Custodian due solely to a delay
by the public recording office, (iii) state the amount of time generally
required by the applicable recording office to record and return a document
submitted for recordation, and (iv) specify the date the applicable recorded
document will be delivered to the Custodian. The Company will be required to
deliver the document to the Custodian by the date specified in (iv) above. An
extension of the date specified in (iv) above may be requested from the
Purchaser, which consent shall not be unreasonably withheld.
The Company shall pay all initial recording fees, if any, for the
assignments of mortgage and any other fees or costs in transferring all original
documents to the Custodian or, upon written request of the Purchaser, to the
Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's designee
shall be responsible for recording the Assignments of Mortgage and shall be
reimbursed by the Company for the costs associated therewith pursuant to the
preceding sentence.
Prior to Company's receipt of the Purchase Price, as adjusted
pursuant to the Commitment Letter, the Purchaser shall cause the Custodian to
act as bailee for the sole and exclusive benefit of the Company pursuant to the
Custodial Agreement and act only in accordance with Company's instructions. Upon
the Company's receipt of the Purchase Price, as adjusted pursuant to the
Commitment Letter, the Company shall provide notification to the Custodian to
release the ownership of the Mortgage Loan Documents specified above to the
Purchaser. Such notification shall be in a form of a written notice by facsimile
or other electronic media, with a copy sent to the Purchaser. Subsequent to such
release, such Mortgage Loan Documents shall be retained by the Custodian for the
benefit of the Purchaser. All Mortgage Loan Documents related to Mortgage Loans
not purchased by the Purchaser on the Closing Date shall be maintained by the
Custodian for the benefit of the Company and shall be returned to the Company
within two (2) Business Days after the Closing Date.
In the event that new, replacement, substitute or additional Stock
Certificates are issued with respect to existing Cooperative Shares, the Company
immediately shall deliver to the Custodian the new Stock Certificates, together
with the related Stock Powers in blank. Such new Stock Certificates shall be
subject to the related Pledge Instruments and shall be subject to all of the
terms, covenants and conditions of this Agreement.
Section 2.04 Examination of Mortgage Files.
Prior to the Closing Date, the Company shall (a) deliver to the
Purchaser in escrow, for examination, the Mortgage File for each Mortgage Loan,
including a copy of the Assignment of Mortgage, pertaining to each Mortgage
Loan, or (b) make the Mortgage Files available to the Purchaser for examination
at the Company's offices or such other location as shall otherwise be agreed
upon by the Purchaser and the Company. Such examination may be made by the
Purchaser at any time before or after the Closing Date or by any prospective
purchaser of the Mortgage Loans from the Purchaser, at any time after the
Closing Date upon prior reasonable notice to the Company. The fact that the
Purchaser or any prospective purchaser of the Mortgage Loans has conducted or
has failed to conduct any partial or complete examination of the Mortgage Files
shall not affect the Purchaser's (or any of its successor's) rights to demand
repurchase, substitution or other relief or remedy as provided under this
Agreement.
Section 2.05 Representations, Warranties and Agreements of Company.
The Company agrees and acknowledges that it shall, as a condition to
the consummation of the transactions contemplated hereby, make the
representations and warranties specified in Section 3.01 and 3.02 of this
Agreement, as of the Closing Date. The Company, without conceding that the
Mortgage Loans are securities, hereby makes the following additional
representations, warranties and agreements which shall be deemed to have been
made as of the Closing Date:
(a) neither the Company nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any
interest in any Mortgage Loans or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of any
Mortgage Loans, any interest in any Mortgage Loans or any other similar security
from, or otherwise approached or negotiated with respect to any Mortgage Loans,
any interest in any Mortgage Loans or any other similar security with, any
Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would
constitute a distribution of the Mortgage Loans under the Securities Act or
which would render the disposition of any Mortgage Loans a violation of Section
5 of the Securities Act or require registration pursuant thereto, nor will it
act, nor has it authorized or will it authorize any Person to act, in such
manner with respect to the Mortgage Loans; and
(b) the Company has not dealt with any broker or agent or anyone
else who might be entitled to a fee or commission in connection with this
transaction other than the Purchaser.
Section 2.06 [Reserved].
Section 2.07 Closing.
The closing for the purchase and sale of the Mortgage Loans, shall
take place on the Closing Date. At the Purchaser's option, the closing shall be
either: by telephone, confirmed by letter or wire as the parties shall agree; or
conducted in Person, at such place as the parties shall agree.
The closing shall be subject to each of the following conditions:
(a) at least two Business Days prior to the Closing Date, the
Company shall deliver to the Purchaser a magnetic diskette, or transmit by
modem, a listing on a loan level basis of the necessary information to compute
the Purchase Price of the Mortgage Loans delivered on such Closing Date
(including accrued interest), and prepare a Mortgage Loan Schedule;
(b) all of the representations and warranties of the Company under
this Agreement shall be true and correct as of the Closing Date and no event
shall have occurred which, with notice or the passage of time, would constitute
an Event of Default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys
shall have received in escrow, all closing documents, in such forms as are
agreed upon and acceptable to the Purchaser, duly executed by all signatories
other than the Purchaser as required pursuant to the respective terms thereof;
(d) the Company shall have delivered and released to the Custodian
under this Agreement all documents required pursuant to this Agreement; and
(e) all other terms and conditions of this Agreement shall have been
complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the
Company on the Closing Date the Purchase Price by wire transfer of immediately
available funds to the account designated by the Company.
Section 2.08 Closing Documents.
With respect to the Mortgage Loans, the closing documents shall
consist of fully executed originals of the following documents:
(a) this Agreement, dated as of the Cut-off Date, in two
counterparts;
(b) the Custodial Agreement, in three counterparts, in the form
attached as Exhibit B to this Agreement;
(c) the Mortgage Loan Schedule, one copy to be attached to each
counterpart of this Agreement;
(d) a trust receipt, as required under the Custodial Agreement;
(e) an Opinion of Counsel of the Company, in the form of Exhibit E
hereto
(f) an Officer's Certificate of the Company, in the form of Exhibit
J hereto; including all attachments thereto; and
(g) the Commitment Letter.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.
The Company hereby represents and warrants to the Purchaser that, as
of the Closing Date:
(a) Due Organization and Authority. The Company is a national
banking association duly organized, validly existing and in good standing under
the laws of the United States and has all licenses necessary to carry on its
business as now being conducted and is licensed, qualified and in good standing
in each state where a Mortgaged Property is located if the laws of such state
require licensing or qualification in order to conduct business of the type
conducted by the Company, and in any event the Company is in compliance with the
laws of any such state to the extent necessary to ensure the enforceability of
the related Mortgage Loan and the servicing of such Mortgage Loan in accordance
with the terms of this Agreement; the Company has the full power and authority
to execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments
of transfer to be delivered pursuant to this Agreement) by the Company and the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Company; and all requisite action has been taken by the
Company to make this Agreement valid and binding upon the Company in accordance
with its terms;
(b) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of
business of the Company, who is in the business of selling and servicing loans,
and the transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Company pursuant to this Agreement are not subject to the bulk
transfer or any similar statutory provisions in effect in any applicable
jurisdiction;
(c) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this Agreement
will conflict with or result in a breach of any of the terms, articles of
incorporation or by-laws or any legal restriction or any agreement or instrument
to which the Company is now a party or by which it is bound, or constitute a
default or result in the violation of any law, rule, regulation, order, judgment
or decree to which the Company or its property is subject, or impair the ability
of the Purchaser to realize on the Mortgage Loans, or impair the value of the
Mortgage Loans;
(d) Ability to Service. The Company is an approved seller/servicer
of conventional residential mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, with
the facilities, procedures, and experienced personnel necessary for the sound
servicing of mortgage loans of the same type as the Mortgage Loans. The Company
is a HUD approved mortgagee and is in good standing to sell mortgage loans to
and service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has
occurred, including but not limited to a change in insurance coverage, which
would make the Company unable to comply with Xxxxxx Mae or Xxxxxxx Mac
eligibility requirements or which would require notification to either Xxxxxx
Mae or Xxxxxxx Mac;
(e) Reasonable Servicing Fee. The Company acknowledges and agrees
that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for
accounting and tax purposes, as compensation for the servicing and
administration of the Mortgage Loans pursuant to this Agreement, or impair the
ability of the Purchaser to realize the full amount of any insurance benefits
accruing pursuant to this Agreement;
(f) Ability to Perform. The Company does not believe, nor does it
have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Company is solvent and the sale of the
Mortgage Loans will not cause the Company to become insolvent. The sale of the
Mortgage Loans is not undertaken to hinder, delay or defraud any of the
Company's creditors;
(g) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Company which, either in any one
instance or in the aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets of the Company,
or in any material impairment of the right or ability of the Company to carry on
its business substantially as now conducted, or in any material liability on the
part of the Company, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be contemplated
herein, or which would be likely to impair materially the ability of the Company
to perform under the terms of this Agreement;
(h) No Consent Required. No consent, approval, authorization or
order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with
this Agreement or the sale of the Mortgage Loans as evidenced by the
consummation of the transactions contemplated by this Agreement, or if required,
such approval has been obtained prior to the Closing Date;
(i) Selection Process. The Mortgage Loans were selected from among
the outstanding fixed rate, one- to four-family mortgage loans in the Company's
mortgage banking portfolio at the Closing Date as to which the representations
and warranties set forth in Section 3.02 could be made and such selection was
not made in a manner so as to affect adversely the interests of the Purchaser;
(j) No Untrue Information. Neither this Agreement nor any statement,
report or other document furnished or to be furnished pursuant to this Agreement
or in connection with the transactions contemplated hereby contains any untrue
statement of fact or omits to state a fact necessary to make the statements
contained therein not misleading;
(k) Sale Treatment. The Company intends to reflect the transfer of
the Mortgage Loans as a sale on the books and records of the Company and the
Company has determined that the disposition of the Mortgage Loans pursuant to
this Agreement will be afforded sale treatment for accounting and tax purposes;
(l) No Material Change. There has been no material adverse change in
the business, operations, financial condition or assets of the Company since the
date of the Company's most recent financial statements;
(m) No Brokers' Fees. The Company has not dealt with any broker,
investment banker, agent or other Person that may be entitled to any commission
or compensation in the connection with the sale of the Mortgage Loans;
(n) MERS. The Company is a member of MERS in good standing;
(o) Company's Origination. The Company's decision to originate any
mortgage loan or to deny any mortgage loan application is an independent
decision based upon the Underwriting Guidelines, and is in no way made as a
result of Purchaser's decision to purchase, or not to purchase, or the price
Purchaser may offer to pay for, any such mortgage loan, if originated;
(p) Financial Statements. The Company has delivered to the Purchaser
financial statements as to its last three complete fiscal years and any later
quarter ended more than 60 days prior to the execution of this Agreement. All
such financial statements fairly present the pertinent results of operations and
changes in financial position for each of such periods and the financial
position at the end of each such period of the Company and its subsidiaries and
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set forth in the
notes thereto. In addition, the Company has delivered information as to its loan
gain and loss experience in respect of foreclosures and its loan delinquency
experience for the immediately preceding three-year period, in each case with
respect to mortgage loans owned by it and such mortgage loans serviced for
others during such period, and all such information so delivered shall be true
and correct in all material respects. There has been no change in the business,
operations, financial condition, properties or assets of the Company since the
date of the Company's financial statements that would have a material adverse
effect on its ability to perform its obligations under this Agreement. The
Company has completed any forms requested by the Purchaser in a timely manner
and in accordance with the provided instructions;
(q) Delivery to the Custodian. The Mortgage Note, the Mortgage, the
Assignment of Mortgage and any other documents required to be delivered with
respect to each Mortgage Loan pursuant to the Custodial Agreement, shall be
delivered to the Custodian all in compliance with the specific requirements of
the Custodial Agreement. With respect to each Mortgage Loan, the Company will be
in possession of a complete Mortgage File in compliance with Exhibit A hereto,
except for such documents as will be delivered to the Custodian;
(r) Owner of Record. The Company is the owner of record of each
Mortgage and the indebtedness evidenced by each Mortgage Note, except for the
Assignments of Mortgage which have been sent for recording, and upon recordation
the Company will be the owner of record of each Mortgage and the indebtedness
evidenced by each Mortgage Note, and upon the sale of the Mortgage Loans to the
Purchaser, the Company will retain the Mortgage Files with respect thereto in
trust only for the purpose of servicing and supervising the servicing of each
Mortgage Loan;
(s) Reasonable Purchase Price. The consideration received by the
Company upon the sale of the Mortgage Loans under this Agreement constitutes
fair consideration and reasonably equivalent value for the Mortgage Loans;
(t) Seasoned Mortgage Loans. The Company (i) currently operates or
actively participates in an on-going and active program or business (A) to
originate Mortgages, (B) to make periodic purchases of Mortgage Loans from
originators or other sellers, or (C) to issue or purchase securities or bonds
supported by the Mortgage Loans, with a portion of the proceeds generated by
such program or business being used to purchase or originate Mortgage Loans made
to Mortgagors who are: (1) low-income families (families with incomes of 80% or
less of area median income), living in low-income areas (a census tract or block
numbering area in which the median income does not exceed 80% of the area median
income) or (2) very low-income families (families with incomes of 60% or less of
area median income); and (ii) agrees that Xxxxxxx Mac, for a period of two (2)
years following the Closing Date, may contact the Company to confirm that it
continues to operate or actively participate in the mortgage program or business
and to obtain other nonproprietary information about the Company's activities
that may assist Xxxxxxx Mac in completing its regulatory reporting requirements.
The Company shall make reasonable efforts to provide such information to Xxxxxxx
Mac. This representation and warranty is a Deemed Material and Adverse
Representation;
(u) Nonpetition. The Company shall not institute against, or join
any other Person in instituting against, the Purchaser any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, for one year
and a day after the Closing Date; and
(v) Insured Depository Institution Representations. The Company is
an "insured depository institution" as that term is defined in Section
1813(c)(2) of Title 12 of the United States Code, as amended, and accordingly,
the Company makes the following additional representations and warranties:
(i) This Agreement between the Purchaser and the Company conforms to
all applicable statutory and regulatory requirements; and
(ii) This Agreement is (1) executed contemporaneously with the
agreement reached by the Purchaser and the Company, (2) approved by a
specific corporate or banking association resolution by the Company's
board of directors, which approval shall be reflected in the minutes of
said board, and (3) an official record of the Company. A copy of such
resolution, certified by a vice president or higher officer of the Company
has been provided to the Purchaser.
Section 3.02 Representations and Warranties Regarding Individual
Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and warrants
to the Purchaser that as of the Closing Date:
(a) Mortgage Loans as Described. The information set forth in the
Mortgage Loan Schedule attached hereto as Exhibit A and the information
contained on the electronic Data File delivered to the Purchaser is true and
correct; [provided that the Company makes no representation or warranty as to
the accuracy of Unverified Information]; [XXXXX - LET'S DISCUSS]
(b) Payments Current. All payments required to be made up to the
Cut-off Date for the Mortgage Loan under the terms of the Mortgage Note have
been made and credited. No payment under any Mortgage Loan has been thirty (30)
days delinquent more than one (1) time within twelve (12) months prior to the
Closing Date;
(c) No Outstanding Charges. There are no defaults in complying with
the terms of the Mortgages, and all taxes, governmental assessments, insurance
premiums, leasehold payments, water, sewer and municipal charges, which
previously became due and owing have been paid, or an escrow of funds has been
established in an amount sufficient to pay for every such item which remains
unpaid and which has been assessed but is not yet due and payable. The Company
has not advanced funds, or induced, solicited or knowingly received any advance
of funds by a party other than the Mortgagor, directly or indirectly, the
payment of any amount required under the Mortgage Loan, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is earlier, to the day which precedes by one
month the Due Date of the first installment of principal and interest;
(d) Original Terms Unmodified. The terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any respect from
the date of origination, except by a written instrument which has been recorded
or registered with the MERS System, if necessary, to protect the interests of
the Purchaser and maintain the lien priority of the Mortgage and which has been
delivered to the Custodian. The substance of any such waiver, alteration or
modification has been approved by the issuer of any related PMI Policy and the
title insurer, to the extent required by the policy, and its terms are reflected
on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in
part, except in connection with an assumption agreement approved by the issuer
of any related PMI Policy and the title insurer, to the extent required by the
policy, and which assumption agreement is part of the Mortgage File delivered to
the Custodian and the terms of which are reflected in the Mortgage Loan
Schedule;
(e) No Defenses. The Mortgage Loan is not subject to any right of
rescission, set-off, counterclaim or defense, including without limitation the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto, and no Mortgagor
was a debtor in any state or Federal bankruptcy or insolvency proceeding at the
time the Mortgage Loan was originated;
(f) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
satisfaction, release, cancellation, subordination or rescission. The Company
has not waived the performance by the Mortgagor of any action, if the
Mortgagor's failure to perform such action would cause the Mortgage Loan to be
in default, nor has the Company waived any default resulting from any action or
inaction by the Mortgagor;
(g) Validity of Mortgage Documents. The Mortgage Note and the
Mortgage and related documents are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its terms
(including, without limitation, any provisions therein relating to Prepayment
Penalties). All parties to the Mortgage Note and the Mortgage had legal capacity
to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly
executed by such parties;
With respect to each Cooperative Loan, the Mortgage Note, the
Mortgage, the Pledge Agreement, and related documents are genuine, and each is
the legal, valid and binding obligation of the maker thereof enforceable in
accordance with its terms. All parties to the Mortgage Note, the Mortgage, the
Pledge Agreement, the Proprietary Lease, the Stock Power, Recognition Agreement
and the Assignment of Proprietary Lease had legal capacity to enter into the
Mortgage Loan and to execute and deliver such documents, and such documents have
been duly and properly executed by such parties;
(h) No Fraud. No error, omission, misrepresentation, negligence,
fraud or similar occurrence with respect to a Mortgage Loan has taken place on
the part of the Company, or the Mortgagor (except with respect to the accuracy
of Unverified Information), or to the best of the Company's knowledge, any
appraiser, any builder, or any developer, or any other party involved in the
origination of the Mortgage Loan or in the application of any insurance in
relation to such Mortgage Loan;
(i) Compliance with Applicable Laws. Any and all requirements of any
federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit protection
and privacy, equal credit opportunity, disclosure and all predatory, abusive and
fair lending laws applicable to the Mortgage Loan have been complied with. This
representation and warranty is a Deemed Material and Adverse Representation;
(j) Location and Type of Mortgaged Property. The Mortgaged Property
is located in the state identified in the Mortgage Loan Schedule and consists of
a contiguous parcel of real property with a detached single family residence
erected thereon, or a two- to four-family dwelling, or an individual condominium
unit in a condominium project or a Cooperative Apartment, or an individual unit
in a planned unit development or a townhouse, provided, however, that any
condominium project or planned unit development shall conform to the applicable
Xxxxxx Xxx or Xxxxxxx Mac requirements, or the Underwriting Guidelines,
regarding such dwellings, and no residence or dwelling is a mobile home or
manufactured dwelling. No portion of the Mortgaged Property (or underlying
Mortgaged Property, in the case of a Cooperative Loan) is used for commercial
purposes, and since the date of origination, no portion of the Mortgaged
Property has been used for commercial purposes; provided, that Mortgaged
Properties which contain a home office shall not be considered as being used for
commercial purposes as long as the Mortgaged Property has not been altered for
commercial purposes and is not storing any chemicals or raw materials other than
those commonly used for homeowner repair, maintenance and/or household purposes;
(k) Valid First Lien. The Mortgage is a valid, subsisting,
enforceable and perfected first lien on the Mortgaged Property, including all
buildings and improvements on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located
in or annexed to such buildings, and all additions, alterations and replacements
made at any time with respect to the foregoing. The lien of the Mortgage is
subject only to:
(1) the lien of current real property taxes and
assessments not yet due and payable;
(2) covenants, conditions and restrictions, rights of
way, easements and other matters of the public record as of
the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the
lender's title insurance policy delivered to the originator of
the Mortgage Loan and (i) referred to or otherwise considered
in the appraisal made for the originator of the Mortgage Loan
and (ii) which do not adversely affect the Appraised Value of
the Mortgaged Property set forth in such appraisal; and
(3) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of
the security intended to be provided by the Mortgage or the
use, enjoyment, value or marketability of the related
Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes and
creates a valid, subsisting and enforceable first lien and first priority
security interest on the property described therein and the Company has full
right to sell and assign the same to the Purchaser;
With respect to each Cooperative Loan, each Pledge Agreement creates
a valid, enforceable and subsisting first security interest in the Cooperative
Shares and Proprietary Lease, subject only to (i) the lien of the related
Cooperative for unpaid assessments representing the Mortgagor's pro rata share
of the Cooperative's payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (ii) other matters to which like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated or
otherwise subject to the lien of any mortgage on the Project;
(l) Full Disbursement of Proceeds. The proceeds of the Mortgage Loan
have been fully disbursed, except for escrows established or created due to
seasonal weather conditions, and there is no requirement for future advances
thereunder. All costs, fees and expenses incurred in making or closing the
Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is
not entitled to any refund of any amounts paid or due under the Mortgage Note or
Mortgage;
(m) Consolidation of Future Advances. Any future advances made prior
to the Cut-off Date, have been consolidated with the outstanding principal
amount secured by the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment term reflected
on the Mortgage Loan Schedule. The lien of the Mortgage securing the
consolidated principal amount is expressly insured as having first lien priority
by a title insurance policy, an endorsement to the policy insuring the
mortgagee's consolidated interest or by other title evidence acceptable to
Xxxxxx Mae or Xxxxxxx Mac; the consolidated principal amount does not exceed the
original principal amount of the Mortgage Loan; the Company shall not make
future advances after the Cut-off Date;
(n) Ownership. The Company is the sole owner of record and holder of
the Mortgage Loan and the related Mortgage Note and the Mortgage are
indebtedness evidenced by each Mortgage Note and upon the sale of the Mortgage
Loans to the Purchaser, the Company will retain the Mortgage Files or any part
thereof with respect thereto not delivered to the Custodian, the Purchaser or
the Purchaser's designee, in trust only for the purpose of servicing and
supervising the servicing of each Mortgage Loan. The Mortgage Loan and the
related Mortgage Note and the Mortgage are not assigned or pledged, and the
Company has good, indefeasible and marketable title thereto and has full right
and authority to transfer and sell the Mortgage Loan to the Purchaser. The
Company is transferring the Mortgage Loan free and clear of any and all
encumbrances, liens, pledges, equities, participation interests, claims, charges
or security interests of any nature encumbering such Mortgage Loan and following
the sale of each Mortgage Loan, the Purchaser will own such Mortgage Loan free
and clear of any encumbrance, equity, participation interest, lien, pledge,
charge, claim or security interest. The Company intends to relinquish all rights
to possess, control and monitor the Mortgage Loan. After the Closing Date, the
Company will have no right to modify or alter the terms of the sale of the
Mortgage Loan and the Company will have no obligation or right to repurchase the
Mortgage Loan or substitute another Mortgage Loan, except as provided in this
Agreement;
(o) Origination/Doing Business. The Mortgage Loan was originated by
a savings and loan association, a savings bank, a commercial bank, a credit
union, an insurance company, or similar institution that is supervised and
examined by a federal or state authority or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of
the National Housing Act. All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (2) organized under the
laws of such state, or (3) qualified to do business in such state, or (4)
federal savings and loan associations or national banks having principal offices
in such state, or (5) not doing business in such state;
(p) LTV, PMI Policy. Each Mortgage Loan has an LTV as specified on
the Mortgage Loan Schedule. Except as set forth on the Data File, if the LTV of
the Mortgage Loans was greater than 80% at the time of origination, a portion of
the unpaid principal balance of the Mortgage Loan is and will be insured as to
payment defaults by a PMI Policy. If the Mortgage Loan is insured by a PMI
Policy which is not an LPMI Policy, the coverage will remain in place until (i)
the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated pursuant
to the Homeowners Protection Act of 1998, 12 U.S.C. ss. 4901, et seq. Any PMI
Policy in effect covers the related Mortgage Loan for the life of such Mortgage
Loan. All provisions of such PMI Policy have been and are being complied with,
such policy is in full force and effect, and all premiums due thereunder have
been paid. The Qualified Insurer has a claims paying ability acceptable to
Xxxxxx Mae or Xxxxxxx Mac. No action, inaction, or event has occurred and no
state of facts exists that has, or will result in the exclusion from, denial of,
or defense to coverage. Any Mortgage Loan subject to a PMI Policy or an LPMI
Policy obligates the Mortgagor or the Company to maintain the PMI Policy or LPMI
Policy, as applicable, and to pay all premiums and charges in connection
therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the
Mortgage Loan Schedule is net of any such insurance premium if the related PMI
Policy is lender-paid;
(q) Title Insurance. With respect to a Mortgage Loan which is not a
Cooperative Loan, the Mortgage Loan is covered by an ALTA lender's title
insurance policy or with respect to any Mortgage Loan, for which the related
Mortgaged Property is located in California a CLTA lender's title insurance
policy, (or in the case of any Mortgage Loan secured by a Mortgaged Property
located in a jurisdiction where such policies are generally not available, an
opinion of counsel of the type customarily rendered in such jurisdiction in lieu
of title insurance) or other generally acceptable form of policy of insurance
acceptable to Xxxxxx Xxx or Xxxxxxx Mac, and each such title insurance policy is
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac and qualified
to do business in the jurisdiction where the Mortgaged Property is located,
insuring the Company, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan (or to the
extent a Mortgage Note provides for negative amortization, the maximum amount of
negative amortization in accordance with the Mortgage), subject only to the
exceptions contained in clauses (1), (2) and (3) of Paragraph (k) of this
Section 3.02, and in the case of Adjustable Rate Mortgage Loans, against any
loss by reason of the invalidity or unenforceability of the lien resulting from
the provisions of the Mortgage providing for adjustment to the Mortgage Interest
Rate and Monthly Payment. Where required by state law or regulation, the
Mortgagor has been given the opportunity to choose the carrier of the required
mortgage title insurance. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress, and against encroachments by or upon
the Mortgaged Property or any interest therein. The Company, it successors and
assigns, are the sole insureds of such lender's title insurance policy, and such
lender's title insurance policy is valid and remains in full force and effect
and will be in force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's
title insurance policy, and no prior holder of the related Mortgage, including
the Company, has done, by act or omission, anything which would impair the
coverage of such lender's title insurance policy, including without limitation,
no unlawful fee, commission, kickback or other unlawful compensation or value of
any kind has been or will be received, retained or realized by any attorney,
firm or other person or entity, and no such unlawful items have been received,
retained or realized by the Company;
(r) No Defaults. There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Company nor any of its Affiliates nor any of their
respective predecessors have waived any default, breach, violation or event of
acceleration;
(s) No Mechanics' Liens. There are no mechanics' or similar liens or
claims which have been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage which are not insured against
by the title insurance policy referenced in Paragraph (q) above;
(t) Location of Improvements; No Encroachments. Except as insured
against by the title insurance policy referenced in Paragraph (q) above, all
improvements which were considered in determining the Appraised Value of the
Mortgaged Property lay wholly within the boundaries and building restriction
lines of the Mortgaged Property, and no improvements on adjoining properties
encroach upon the Mortgaged Property. No improvement located on or being part of
the Mortgaged Property is in violation of any applicable zoning law or
regulation;
(u) Payment Terms. Except with respect to the Interest Only Mortgage
Loans, principal payments commenced no more than sixty (60) days after the funds
were disbursed to the Mortgagor in connection with the Mortgage Loan. The
Mortgage Interest Rate as well as, in the case of an Adjustable Rate Mortgage
Loan, the Lifetime Rate Cap and the Periodic Cap are as set forth on the
Mortgage Loan Schedule. The Mortgage Note is payable in equal monthly
installments of principal and interest, which installments of interest, with
respect to Adjustable Rate Mortgage Loans, are subject to change due to the
adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date,
with interest calculated and payable in arrears, sufficient (except with respect
to Balloon Loans) to amortize the Mortgage Loan fully by the stated maturity
date set for in the Mortgage Note over an original term to maturity of not more
than thirty (30) years from commencement of amortization. With respect to each
Balloon Loan, the Mortgage Loan is payable in equal monthly installments of
principal and interest based on a fifteen (15), thirty (30) or forty (40) year
amortization schedule, as set forth in the related Mortgage Note, and a final
lump sum payment substantially greater than the preceding Monthly Payment is
required which is sufficient to amortize the remaining principal balance of the
Balloon Loan. No Balloon Loan has an original stated maturity of less than seven
(7) years. As to each Adjustable Rate Mortgage Loan on each applicable
Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum of
the Index plus the applicable Gross Margin, rounded up or down to the nearest
multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage
Interest Rate will not increase or decrease by more than the Periodic Interest
Rate Cap on any Adjustment Date, and will in no event exceed the maximum
Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate
listed on the Mortgage Note for such Mortgage Loan. As to each Adjustable Rate
Mortgage Loan that is not an Interest Only Mortgage Loan, each Mortgage Note
requires a monthly payment which is sufficient, during the period prior to the
first adjustment to the Mortgage Interest Rate, to fully amortize the
outstanding principal balance as of the first day of such period over the then
remaining term of such Mortgage Note and to pay interest at the related Mortgage
Interest Rate. As to each Adjustable Rate Mortgage Loan, if the related Mortgage
Interest Rate changes on an Adjustment Date or, with respect to an Interest Only
Mortgage Loan, on an Adjustment Date following the related interest-only period,
the then outstanding principal balance will be reamortized over the remaining
life of such Mortgage Loan. No Adjustable Rate Mortgage Loan contains terms or
provisions which would result in negative amortization;
(v) Customary Provisions. The Mortgage and related Mortgage Note
contain customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby, including,
(i) in the case of a Mortgage designated as a deed of trust, by trustee's sale,
and (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a
Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged Property
pursuant to the proper procedures, the holder of the Mortgage Loan will be able
to deliver good and merchantable title to the Mortgaged Property. There is no
homestead or other exemption available to a Mortgagor which would interfere with
the right to sell the Mortgaged Property at a trustee's sale or the right to
foreclose the Mortgage;
(w) Occupancy of the Mortgaged Property. As of the Closing Date, the
Mortgaged Property is lawfully occupied under applicable law. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. Unless otherwise specified on the Mortgage Loan
Schedule, the Mortgagor represented at the time of origination of the Mortgage
Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor's
primary residence;
(x) No Additional Collateral. Except in the case of a Pledged Asset
Mortgage Loan and as indicated on the Data File, the Mortgage Note is not and
has not been secured by any collateral, pledged account or other security except
the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to in Paragraph (k)
above;
(y) Deeds of Trust. In the event the Mortgage constitutes a deed of
trust, a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in the Mortgage, and no
fees or expenses are or will become payable by the mortgagee to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;
(z) Acceptable Investment. The Company has no knowledge of any
circumstances or conditions with respect to the Mortgage Loan, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing that can reasonably
be expected to cause private institutional investors to regard the Mortgage Loan
as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage Loan;
(aa) Transfer of Mortgage Loans. If the Mortgage Loan is not a MERS
Mortgage Loan, the Assignment of Mortgage, upon the insertion of the name of the
assignee and recording information, is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;
(bb) Mortgaged Property Undamaged. The Mortgaged Property is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the premises
were intended and each Mortgaged Property is in good repair.
(cc) Collection Practices; Escrow Deposits; Interest Rate
Adjustments. The origination, servicing and collection practices used with
respect to the Mortgage Loan have been in accordance with Accepted Servicing
Practices, and have been in all material respects legal and proper. With respect
to escrow deposits and Escrow Payments, all such payments are in the possession
of the Company and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and federal law and
the provisions of the related Mortgage Note and Mortgage. An escrow of funds is
not prohibited by applicable law and has been established in an amount
sufficient to pay for every item that remains unpaid and has been assessed but
is not yet due and payable. No escrow deposits or Escrow Payments or other
charges or payments due the Company have been capitalized under the Mortgage or
the Mortgage Note. All Mortgage Interest Rate adjustments have been made in
strict compliance with state and federal law and the terms of the related
Mortgage and Mortgage Note on the related Interest Rate Adjustment Date. If,
pursuant to the terms of the Mortgage Note, another index was selected for
determining the Mortgage Interest Rate, the same index was used with respect to
each Mortgage Note which required a new index to be selected, and such selection
did not conflict with the terms of the related Mortgage Note. The Company
executed and delivered any and all notices required under applicable law and the
terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest
Rate and the Monthly Payment adjustments. Any interest required to be paid
pursuant to state, federal and local law has been properly paid and credited;
(dd) No Condemnation. There is no proceeding pending or to the best
of the Company's knowledge threatened for the total or partial condemnation of
the related Mortgaged Property;
(ee) The Appraisal. The Mortgage Loan Documents include an appraisal
of the related Mortgaged Property signed prior to the approval of the Mortgage
Loan application by a Qualified Appraiser, duly appointed by the Company who had
no interest, direct or indirect, in the Mortgaged Property or in any loan made
on the security thereof; and whose compensation is not affected by the approval
or disapproval of the Mortgage Loan, and the appraisal and the appraiser both
satisfy the applicable requirements of Title XI of the Financial Institution
Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was originated [As to
each Time$aver(R) Mortgage Loan, the appraisal may be from the original of the
existing Company-serviced loan, which was refinanced via such Time$aver(R)
Mortgage Loan];
(ff) Insurance. The Mortgaged Property securing each Mortgage Loan
is insured by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac against loss by
fire and such hazards as are covered under a standard extended coverage
endorsement and such other hazards as are customary in the area where the
Mortgaged Property is located pursuant to insurance policies conforming to the
requirements of Section 4.10, in an amount which is at least equal to the lesser
of (i) 100% of the insurable value, on a replacement cost basis, of the
improvements on the related Mortgaged Property and (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such that
the proceeds of such insurance shall be sufficient to prevent the application to
the Mortgagor or the loss payee of any coinsurance clause under the policy. If
the Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project. If the improvements on the
Mortgaged Property are in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the full
insurable value and (C) the maximum amount of insurance which was available
under the Flood Disaster Protection Act of 1968, as amended. All individual
insurance policies contain a standard mortgagee clause naming the Company and
its successors and assigns as mortgagee, and all premiums thereon have been
paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard
insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain and maintain
such insurance at such Mortgagor's cost and expense, and to seek reimbursement
therefor from the Mortgagor. Where required by state law or regulation, the
Mortgagor has been given an opportunity to choose the carrier of the required
hazard insurance, provided the policy is not a "master" or "blanket" hazard
insurance policy covering a condominium, or any hazard insurance policy covering
the common facilities of a planned unit development. The hazard insurance policy
is the valid and binding obligation of the insurer, is in full force and effect,
and will be in full force and effect and inure to the benefit of the Purchaser
upon the consummation of the transactions contemplated by this Agreement. The
Company has not acted or failed to act and has no knowledge of the Mortgagor's
having engaged in, any act or omission which would impair the coverage of any
such insurance policy, the benefits of the endorsement provided for herein, or
the validity and binding effect of either including, without limitation, no
unlawful fee, commission, kickback or other unlawful compensation or value of
any kind has been or will be received, retained or realized by any attorney,
firm or other person or entity, and enforceability thereof, and no such unlawful
items have been received, retained or realized by the Company;
(gg) Servicemembers Civil Relief Act. The Mortgagor has not notified
the Company, and the Company has no knowledge of any relief requested or allowed
to the Mortgagor under the Servicemembers Civil Relief Act, as amended or other
similar state statute;
(hh) No Graduated Payments or Contingent Interests. The Mortgage
Loan is not a graduated payment mortgage loan and the Mortgage Loan does not
have a shared appreciation or other contingent interest feature;
(ii) No Construction Loans. No Mortgage Loan was made in connection
with (i) the construction or rehabilitation of a Mortgage Property or (ii)
facilitating the trade-in or exchange of a Mortgaged Property other than a
construction-to-permanent loan which has converted to a permanent Mortgage Loan;
(jj) Underwriting. Each Mortgage Loan was underwritten in accordance
with the Underwriting Guidelines and the Mortgage Note and Mortgage are on forms
acceptable to Xxxxxxx Mac or Xxxxxx Mae;
(kk) No Bankruptcy. No Mortgagor was a debtor in any state or
federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was
originated and as of the Closing Date, the Company has not received notice that
any Mortgagor is a debtor under any state or federal bankruptcy or insolvency
proceeding;
(ll) The Mortgagor. The Mortgagor is one or more natural Persons
and/or an Illinois land trust or a "living trust" and such "living trust" is in
compliance with the Underwriting Guidelines;
(mm) Interest Calculation. Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of twelve 30-day months;
(nn) No Violation of Environmental Laws. There is no pending action
or proceeding directly involving the Mortgaged Property in which compliance with
any environmental law, rule or regulation is an issue; there is no violation of
any environmental law, rule or regulation with respect to the Mortgaged
Property; and nothing further remains to be done to satisfy in full all
requirements of each such law, rule or regulation constituting a prerequisite to
the use and enjoyment of the Mortgaged Property;
(oo) Predatory Lending Regulations. No Mortgage Loan is a High Cost
Loan or Covered Loan, as applicable, and no Mortgage Loan originated on or after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending
Act. No Mortgage Loan is covered by the Home Ownership and Equity Protection Act
of 1994 and no Mortgage Loan is in violation of any comparable state or local
law. This representation and warranty is a Deemed Material and Adverse
Representation;
(pp) Anti-Money Laundering Laws. The Company has complied with all
applicable anti-money laundering laws, regulations and executive orders,
including without limitation the USA Patriot Act of 2001 (collectively, the
"Anti-Money Laundering Laws"); the Company has established an anti-money
laundering compliance program as required by the Anti-Money Laundering Laws, has
conducted the requisite due diligence in connection with the origination of each
Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with
respect to the legitimacy of the applicable Mortgagor and the origin of the
assets used by the said Mortgagor to purchase the property in question, and
maintains, and will maintain, sufficient information to identify the applicable
Mortgagor for purposes of the Anti-Money Laundering Laws. Additionally, no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the
"Executive Order") or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of Treasury (the "OFAC
Regulations") or in violation of the Executive Order or the OFAC Regulations;
and no Mortgagor is subject to the provisions of such Executive Order or the
OFAC Regulations nor listed as a "blocked person" for purposes of the OFAC
Regulations;
(qq) Single Premium Credit Life Insurance. No Mortgagor was required
to purchase any single premium credit insurance policy (e.g., life, mortgage,
disability, property, accident, unemployment or health insurance product) or
debt cancellation agreement as a condition of obtaining the extension of credit.
No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
life, mortgage disability, property, accident, unemployment or health insurance)
in connection with the origination of the Mortgage Loan. No proceeds from any
Mortgage Loan were used to purchase single premium credit insurance policies or
debt cancellation agreements as part of the origination of, or as a condition to
closing, such Mortgage Loan. This representation and warranty is a Deemed
Material and Adverse Representation;
(rr) Buydown Mortgage Loans. With respect to each Mortgage Loan that
is a Buydown Mortgage Loan:
(i) On or before the date of origination of such Mortgage Loan, the
Company and the Mortgagor, or the Company, the Mortgagor and the seller of
the Mortgaged Property or a third party entered into a Buydown Agreement.
The Buydown Agreement provides that the seller of the Mortgaged Property
(or third party) shall deliver to the Company temporary Buydown Funds in
an amount equal to the aggregate undiscounted amount of payments that,
when added to the amount the Mortgagor on such Mortgage Loan is obligated
to pay on each Due Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payment due on such
Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify
for the Buydown Mortgage Loan. The effective interest rate of a Buydown
Mortgage Loan if less than the interest rate set forth in the related
Mortgage Note will increase within the Buydown Period as provided in the
related Buydown Agreement so that the effective interest rate will be
equal to the interest rate as set forth in the related Mortgage Note. The
Buydown Mortgage Loan satisfies the requirements of the Underwriting
Guidelines;
(ii) The Mortgage and Mortgage Note reflect the permanent payment
terms rather than the payment terms of the Buydown Agreement. The Buydown
Agreement provides for the payment by the Mortgagor of the full amount of
the Monthly Payment on any Due Date that the Buydown Funds are available.
The Buydown Funds were not used to reduce the original principal balance
of the Mortgage Loan or to increase the Appraised Value of the Mortgage
Property when calculating the Loan-to-Value Ratios for purposes of the
Agreement and, if the Buydown Funds were provided by the Company and if
required under the Underwriting Guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged Property;
(iii) The Buydown Funds may not be refunded to the Mortgagor unless
the Mortgagor makes a principal payment for the outstanding balance of the
Mortgage Loan;
(iv) As of the date of origination of the Mortgage Loan, the
provisions of the related Buydown Agreement complied with the requirements
of Xxxxxx Xxx or Xxxxxxx Mac guidelines or the Underwriting Guidelines
regarding buydown agreements.
(ss) Cooperative Loans. With respect to each Cooperative Loan:
(i) The Cooperative Shares are held by a Person as a
tenant-stockholder in a Cooperative. Each original UCC financing
statement, continuation statement or other governmental filing or
recordation necessary to create or preserve the perfection and priority of
the first lien and security interest in the Cooperative Loan and
Proprietary Lease has been timely and properly made. Any security
agreement, chattel mortgage or equivalent document related to the
Cooperative Loan and delivered to Purchaser or its designee establishes in
Purchaser a valid and subsisting perfected first lien on and security
interest in the Mortgaged Property described therein, and Purchaser has
full right to sell and assign the same. The Proprietary Lease term expires
no less than five years after the Mortgage Loan term or such other term
acceptable to Xxxxxx Mae or Xxxxxxx Mac;
(ii) A Cooperative Lien Search has been made by a company competent
to make the same which company is acceptable to Xxxxxx Mae or Xxxxxxx Mac
and qualified to do business in the jurisdiction where the Cooperative is
located and such search has not found anything which would materially and
adversely affect the Cooperative Loan;
(iii) (a) The term of the related Proprietary Lease is not less than
the terms of the Cooperative Loan; (b) there is no provision in any
Proprietary Lease which requires the Mortgagor to offer for sale the
Cooperative Shares owned by such Mortgagor first to the Cooperative; (c)
there is no prohibition in any Proprietary Lease against pledging the
Cooperative Shares or assigning the Proprietary Lease; (d) the Cooperative
has been created and exists in full compliance with the requirements for
residential cooperatives in the jurisdiction in which the Project is
located and qualifies as a cooperative housing corporation under Section
210 of the Code; (e) the Recognition Agreement is on a form published by
Aztech Document Services, Inc. or includes similar provisions; (f) the
Cooperative has good and marketable title to the Project, and owns the
Project either in fee simple or under a leasehold that complies with the
requirements of the Xxxxxx Mae or Xxxxxxx Mac guidelines or the
Underwriting Guidelines; such title is free and clear of any adverse liens
or encumbrances, except the lien of any blanket mortgage; (g) the stock
that is pledged as security for the Mortgage Loan is held by a person as a
"tenant-stockholder" and the related cooperative corporation that owns
title to the related cooperative apartment building is a "cooperative
housing corporation," each within the meaning of Section 216 of the Code
and (h) there is no prohibition against pledging the shares of the
cooperative corporation or assigning the Cooperative Lease;
(iv) The Company has the right under the terms of the Mortgage Note,
Pledge Agreement and Recognition Agreement to pay any maintenance charges
or assessments owed by the Mortgagor; and
(v) Each Stock Power (i) has all signatures guaranteed or (ii) if
all signatures are not guaranteed, then such Cooperative Shares will be
transferred by the stock transfer agent of the Cooperative if the Company
undertakes to convert the ownership of the collateral securing the related
Cooperative Loan.
(tt) Delivery of Mortgage Files. The Mortgage Loan Documents
required to be delivered by the Company have been delivered to the Custodian in
accordance with this Agreement. The Company is in possession of a complete, true
and accurate Mortgage File in compliance with Exhibit C, except for such
documents the originals of which have been delivered to the Custodian or for
such documents where the originals of which have been sent for recordation;
(uu) Credit Reporting. With respect to each Mortgage Loan, the
Company has furnished complete information on the related borrower credit files
to Equifax, Experian and Trans Union Credit Information Company, in accordance
with the Fair Credit Reporting Act and its implementing regulations. This
representation and warranty is a Deemed Material and Adverse Representation;
(vv) Pledged Asset Mortgage Loan. No Mortgage Loan is a Pledged
Asset Mortgage Loan;
(ww) Indiana. There is no Mortgage Loan that was originated on or
after January 1, 2005, which is a "high cost home loan" as defined under the
Indiana Home Loan Practices Act (I.C. 24-9).
(xx) Valid First Priority Security Interest. With respect to any
Cooperative Loan, the related Mortgage is a valid, subsisting, enforceable and
perfected, first priority security interest on the related cooperative shares
securing the Mortgage Note, subject only to (a) liens of the related residential
cooperative housing corporation for unpaid assessments representing the
Mortgagor's pro rata share of the related residential cooperative housing
corporation's payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject and (b) other matters to which like
collateral is commonly subject which do not materially interfere with the
benefits of the security interest intended to be provided by the related
Security Agreement;
(yy) Condominiums/Planned Unit Developments. If the Mortgaged
Property is a condominium unit or a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project such Mortgage Loan was originated in accordance with, and the Mortgaged
Property meets the guidelines set forth in the Originator's Underwriting
Guidelines;
(zz) Conversion to Fixed Interest Rate. The Mortgage Loan does not
contain a provision whereby the Mortgagor is permitted to convert the Mortgage
Interest Rate from an adjustable rate to a fixed rate;
(aaa) Other Insurance Policies; No Defense to Coverage. No action,
inaction or event has occurred and no state of facts exists or has existed on or
prior to the Closing Date that has resulted or will result in the exclusion
from, denial of, or defense to coverage under any applicable hazard insurance
policy, PMI Policy or bankruptcy bond (including, without limitation, any
exclusions, denials or defenses which would limit or reduce the availability of
the timely payment of the full amount of the loss otherwise due thereunder to
the insured), irrespective of the cause of such failure of coverage. In
connection with the placement of any such insurance, no commission, fee, or
other compensation has been or will be received by the Company or by any
officer, director, or employee of the Company or any designee of the Company or
any corporation in which the Company or any officer, director, or employee had a
financial interest at the time of placement of such insurance;
(bbb) Disclosure Materials. The Mortgagor has executed a statement
to the effect that the Mortgagor has received all disclosure materials required
by, and the Company has complied with, all applicable law with respect to the
making of the Mortgage Loans. The Company shall maintain such statement in the
Mortgage File;
(ccc) Escrow Analysis. If applicable, with respect to each Mortgage,
the Company has within the last twelve months (unless such Mortgage was
originated within such twelve month period) analyzed the required Escrow
Payments for each Mortgage and adjusted the amount of such payments so that,
assuming all required payments are timely made, any deficiency will be
eliminated on or before the first anniversary of such analysis, or any overage
will be refunded to the Mortgagor, in accordance with RESPA and any other
applicable law;
(ddd) Prior Servicing. Each Mortgage Loan has been serviced in all
material respects in strict compliance with Accepted Servicing Practices;
(eee) No Failure to Cure Default. The Company has not received a
written notice of default of any senior mortgage loan related to the Mortgaged
Property which has not been cured;
(fff) Credit Information. As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit information
furnished by the Company to the Purchaser, that Company has full right and
authority and is not precluded by law or contract from furnishing such
information to the Purchaser and the Purchaser is not precluded from furnishing
the same to any subsequent or prospective purchaser of such Mortgage. The
Company shall hold the Purchaser harmless from any and all damages, losses,
costs and expenses (including attorney's fees) arising from disclosure of credit
information in connection with the Purchaser's secondary marketing operations
and the purchase and sale of mortgages or servicing rights thereto;
(ggg) Leaseholds. If the Mortgage Loan is secured by a leasehold
estate, (1) the ground lease is assignable or transferable; (2) the ground lease
will not terminate earlier than five years after the maturity date of the
Mortgage Loan; (3) the ground lease does not provide for termination of the
lease in the event of lessee's default without the mortgagee being entitled to
receive written notice of, and a reasonable opportunity to cure the default; (4)
the ground lease permits the mortgaging of the related Mortgaged Property; (5)
the ground lease protects the mortgagee's interests in the event of a property
condemnation; (6) all ground lease rents, other payments, or assessments that
have become due have been paid; and (7) the use of leasehold estates for
residential properties is a widely accepted practice in the jurisdiction in
which the Mortgaged Property is located;
(hhh) Prepayment Penalty. Each Mortgage Loan that is subject to a
Prepayment Penalty as provided in the related Mortgage Note is identified on the
Mortgage Loan Schedule. With respect to each Mortgage Loan that has a Prepayment
Penalty feature, each such Prepayment Penalty is enforceable and will be
enforced by the Company for the benefit of the Purchaser, and each Prepayment
Penalty is permitted pursuant to federal, state and local law. Each such
Prepayment Penalty is in an amount not more than the maximum amount permitted
under applicable law and no such Prepayment Penalty may provide for a term in
excess of five (5) years with respect to Mortgage Loans originated prior to
October 1, 2002. With respect to Mortgage Loans originated on or after October
1, 2002, the duration of the Prepayment Penalty period shall not exceed three
(3) years from the date of the Mortgage Note unless the Mortgage Loan was
modified to reduce the Prepayment Penalty period to no more than three (3) years
from the date of the related Mortgage Note and the Mortgagor was notified in
writing of such reduction in Prepayment Penalty period. With respect to any
Mortgage Loan that contains a provision permitting imposition of a Prepayment
Penalty upon a prepayment prior to maturity: (i) the Mortgage Loan provides some
benefit to the Mortgagor (e.g., a rate or fee reduction) in exchange for
accepting such Prepayment Penalty, (ii) prior to the Mortgage Loan's
origination, the Mortgagor was offered the option of obtaining a mortgage loan
that did not require payment of such a penalty, (iii) the Prepayment Penalty was
adequately disclosed to the Mortgagor in the mortgage loan documents pursuant to
applicable state, local and federal law, and (iv) notwithstanding any state,
local or federal law to the contrary, the Company shall not impose such
Prepayment Penalty in any instance when the mortgage debt is accelerated or paid
off in connection with the workout of a delinquent Mortgage Loan or as a result
of the Mortgagor's default in making the Mortgage Loan payments. This
representation and warranty is a Deemed Material and Adverse Representation;
(iii) Qualified Mortgage. The Mortgage Loan is a "qualified mortgage
under Section 860G(a)(3) of the Code;
(jjj) Tax Service Contract. Each Mortgage Loan is covered by a paid
in full, life of loan, tax service contract issued by a provider chosen by the
Company and acceptable to the Purchaser in its sole discretion, and such
contract is transferable at no cost to the Purchaser or any Successor Servicer;
(kkk) Origination. No predatory or deceptive lending practices,
including, without limitation, the extension of credit without regard to the
ability of the Mortgagor to repay and the extension of credit which has no
apparent benefit to the Mortga