MORGAN STANLEY CAPITAL I INC. Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities Administrator and LASALLE BANK NATIONAL ASSOCIATION Trustee and a Custodian POOLING AND SERVICING AGREEMENT Dated as of July 1, 2007 MORGAN...
EXHIBIT
99.1
EXECUTION
VERSION
XXXXXX
XXXXXXX CAPITAL I INC.
Depositor
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
Master
Servicer and Securities Administrator
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
and a Custodian
___________________________
Dated
as
of July 1, 2007
___________________________
XXXXXX
XXXXXXX MORTGAGE LOAN TRUST 2007-12
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-12
TABLE
OF
CONTENTS
Page
|
ARTICLE
I DEFINITIONS
|
4
|
|
Section
1.01. Definitions.
|
4
|
|
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
55
|
|
Section
2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
55
|
|
Section
2.02. Acceptance of Trust Fund by Trustee; Review of Documentation
for
Trust Fund.
|
58
|
|
Section
2.03. Representations and Warranties of the Depositor.
|
59
|
|
Section
2.04. Representations and Warranties of the Depositor and the Seller
as to
the Mortgage Loans.
|
61
|
|
Section
2.05. Representations and Warranties of the Seller; Discovery of
Breach;
Repurchase or Substitution of Mortgage Loans.
|
62
|
|
Section
2.06. Grant Clause.
|
66
|
|
Section
2.07. Depositor’s Option to Purchase Breached Mortgage
Loans.
|
67
|
|
Section
2.08. Release of Mortgage Documents for Servicing.
|
67
|
|
ARTICLE
III THE CERTIFICATES
|
68
|
|
Section
3.01. The Certificates.
|
68
|
|
Section
3.02. Registration.
|
69
|
|
Section
3.03. Transfer and Exchange of Certificates.
|
69
|
|
Section
3.04. Cancellation of Certificates.
|
72
|
|
Section
3.05. Replacement of Certificates.
|
73
|
|
Section
3.06. Persons Deemed Owners.
|
73
|
|
Section
3.07. Temporary Certificates.
|
73
|
|
Section
3.08. Appointment of Paying Agent.
|
74
|
|
Section
3.09. Book-Entry Certificates.
|
74
|
|
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
76
|
|
Section
4.01. Custodial Accounts; Distribution Account.
|
76
|
|
Section
4.02. Permitted Withdrawals from the Custodial Accounts and the
Distribution Account.
|
77
|
|
Section
4.03. Depositable and Exchangeable Certificates.
|
78
|
|
Section
4.04. [Reserved].
|
81
|
|
Section
4.05. Reports to Trustee and Certificateholders.
|
81
|
|
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
84
|
|
Section
5.01. Distributions Generally.
|
84
|
|
Section
5.02. Priorities of Distribution.
|
85
|
|
Section
5.03. [Reserved].
|
93
|
|
Section
5.04. Allocation of Losses.
|
93
|
|
Section
5.05. Advances by the Master Servicer.
|
95
|
|
Section
5.06. Compensating Interest Payments.
|
95
|
|
Section
5.07. [Reserved].
|
96
|
|
Section
5.08. Cross-Collateralization; Adjustments to Available
Funds.
|
96
|
|
Section
5.09. Determination of Pass-Through Rates for LIBOR
Certificates.
|
97
|
|
ARTICLE
VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS
OF
DEFAULT
|
99
|
|
Section
6.01. Duties of Trustee and the Securities Administrator.
|
99
|
|
Section
6.02. Certain Matters Affecting the Trustee and the Securities
Administrator.
|
102
|
|
Section
6.03. Trustee and Securities Administrator Not Liable for
Certificates.
|
103
|
|
Section
6.04. Trustee and the Securities Administrator May Own
Certificates.
|
104
|
|
Section
6.05. Eligibility Requirements for Trustee.
|
104
|
|
Section
6.06. Resignation and Removal of Trustee and the Securities
Administrator.
|
104
|
|
Section
6.07. Successor Trustee and Successor Securities
Administrator.
|
107
|
|
Section
6.08. Merger or Consolidation of Trustee or the Securities
Administrator.
|
108
|
|
Section
6.09. Appointment of Co-Trustee, Separate Trustee or
Custodian.
|
109
|
|
Section
6.10. Authenticating Agents.
|
110
|
|
Section
6.11. Indemnification of the Trustee and the Securities
Administrator.
|
111
|
|
Section
6.12. Fees and Expenses of the Master Servicer, Securities Administrator,
the Trustee and each Custodian.
|
112
|
|
Section
6.13. Collection of Monies.
|
112
|
|
Section
6.14. Events of Default; Trustee To Act; Appointment of
Successor.
|
112
|
|
Section
6.15. Additional Remedies of Trustee Upon Event of
Default.
|
117
|
|
Section
6.16. Waiver of Defaults.
|
118
|
|
Section
6.17. Notification to Holders.
|
118
|
|
Section
6.18. Directions by Certificateholders and Duties of Trustee During
Event
of Default.
|
118
|
|
Section
6.19. Action Upon Certain Failures of the Master Servicer and Upon
Event
of Default.
|
118
|
|
Section
6.20. Preparation of Tax Returns and Other Reports.
|
119
|
|
Section
6.21. Certain Matters Regarding any Custodian Appointed
Hereunder.
|
119
|
|
Section
6.22. WHFIT Regulation Compliance.
|
121
|
|
ARTICLE
VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND
|
122
|
|
Section
7.01. Purchase of Mortgage Loans; Termination of Trust Fund Upon
Purchase
or Liquidation of All Mortgage Loans.
|
122
|
|
Section
7.02. Procedure Upon Termination of Trust Fund.
|
123
|
|
Section
7.03. Additional Trust Fund Termination Requirements.
|
124
|
|
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
125
|
|
Section
8.01. Limitation on Rights of Holders.
|
125
|
ii
|
Section
8.02. Access to List of Holders.
|
126
|
|
Section
8.03. Acts of Holders of Certificates.
|
126
|
|
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
SERVICER
|
127
|
|
Section
9.01. Duties of the Master Servicer; Enforcement of Servicers’ and Master
Servicer’s Obligations.
|
127
|
|
Section
9.02. Assumption of Master Servicing by Trustee.
|
130
|
|
Section
9.03. Representations and Warranties of the Master
Servicer.
|
131
|
|
Section
9.04. Compensation to the Master Servicer.
|
132
|
|
Section
9.05. Merger or Consolidation.
|
133
|
|
Section
9.06. Resignation of Master Servicer and Securities
Administrator.
|
133
|
|
Section
9.07. Assignment or Delegation of Duties by the Master Servicer and
Securities Administrator.
|
134
|
|
Section
9.08. Limitation on Liability of the Master Servicer and
Others.
|
135
|
|
Section
9.09. Indemnification; Third-Party Claims.
|
135
|
|
Section
9.10. Eligibility Requirements for Securities
Administrator.
|
135
|
|
Section
9.11. Annual Statement as to Compliance.
|
136
|
|
ARTICLE
X REMIC ADMINISTRATION
|
137
|
|
Section
10.01. REMIC Administration.
|
137
|
|
Section
10.02. Prohibited Transactions and Activities.
|
139
|
|
Section
10.03. Indemnification with Respect to Prohibited Transactions or
Loss of
REMIC Status.
|
140
|
|
Section
10.04. REO Property.
|
140
|
|
Section
10.05. Fidelity.
|
141
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
141
|
|
Section
11.01. Binding Nature of Agreement; Assignment.
|
141
|
|
Section
11.02. Entire Agreement.
|
141
|
|
Section
11.03. Amendment.
|
142
|
|
Section
11.04. Voting Rights.
|
143
|
|
Section
11.05. Provision of Information.
|
143
|
|
Section
11.06. Governing Law.
|
144
|
|
Section
11.07. Notices.
|
144
|
|
Section
11.08. Severability of Provisions.
|
144
|
|
Section
11.09. Indulgences; No Waivers.
|
144
|
|
Section
11.10. Headings Not To Affect Interpretation.
|
145
|
|
Section
11.11. Benefits of Agreement.
|
145
|
|
Section
11.12. Special Notices to the Rating Agencies.
|
145
|
|
Section
11.13. Conflicts.
|
146
|
|
Section
11.14. Counterparts.
|
146
|
|
Section
11.15. No Petitions.
|
146
|
|
Section
11.16. Indemnification by Trust.
|
146
|
iii
|
ARTICLE
XII EXCHANGE ACT REPORTING
|
146
|
|
Section
12.01. Filing Obligations.
|
146
|
|
Section
12.02. Form 10-D Reporting.
|
148
|
|
Section
12.03. Form 8-K Reporting.
|
149
|
|
Section
12.04. Form 10-K Reporting.
|
151
|
|
Section
12.05. Xxxxxxxx-Xxxxx Certification.
|
152
|
|
Section
12.06. Reports on Assessment of Compliance and
Attestation.
|
152
|
|
Section
12.07. Use of Subcontractors.
|
154
|
|
Section
12.08. Indemnification by the Master Servicer and the Securities
Administrator.
|
155
|
|
Section
12.09. Indemnification by each Custodian.
|
156
|
iv
ATTACHMENTS
|
Exhibit
A
|
Forms
of Certificates
|
|
Exhibit
B
|
Form
of Residual Certificate Transfer Affidavit (Transferee)
|
|
Exhibit
C
|
Form
of Residual Certificate Transfer Affidavit (Transferor)
|
|
Exhibit
D
|
Reserved
|
|
Exhibit
E
|
List
of Purchase and Servicing Agreements
|
|
Exhibit
F
|
Reserved
|
|
Exhibit
G
|
Assignment
and Notice of Transfer with respect to each Additional Collateral
Mortgage
Loan
|
|
Exhibit
H
|
Form
of Rule 144A Transfer Certificate
|
|
Exhibit
I
|
Form
of Purchaser’s Letter for Institutional Accredited
Investors
|
|
Exhibit
J
|
Form
of ERISA Transfer Affidavit
|
|
Exhibit
K
|
Form
of Letter of Representations with the Depository Trust
Company
|
|
Exhibit
L-1
|
Form
of Initial Custodian Certification
|
|
Exhibit
L-2
|
Form
of Final Custodian Certification
|
|
Exhibit
M
|
Assignment
and Notice of Transfer with respect to each Additional Collateral
Mortgage
Loan
|
|
Exhibit
N
|
Additional
Disclosure Required Under Regulation AB
|
|
Exhibit
O
|
Form
of Servicing Criteria to be Addressed in Assessment of Compliance
Statement
|
|
Exhibit
P
|
Additional
Disclosure Notification
|
|
Exhibit
Q
|
Glossary
of Terms for Standard & Poor’s LEVELS® Version 5.7 File
Format
|
|
Exhibit
R
|
Form
of Lost Note Affidavit
|
|
Exhibit
S-1
|
Form
of Exchange Letter (Depositable Certificates for Exchangeable
Certificates)
|
|
Exhibit
S-2
|
Form
of Exchange Letter (Exchangeable Certificates for Depositable
Certificates)
|
|
Schedule
A
|
Mortgage
Loan Schedule
|
|
Schedule
B
|
Principal
Balances Schedule
|
|
Schedule
C
|
Available
Exchanges of Depositable Certificates for Exchangeable
Certificates
|
v
This
POOLING AND SERVICING AGREEMENT, dated as of July 1, 2007 (the “Agreement”), by
and among XXXXXX XXXXXXX CAPITAL I INC., a Delaware corporation, as depositor
(the “Depositor”), LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”), and as a custodian (a “Custodian”) and
XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its separate capacities as master
servicer (the “Master Servicer”), as securities administrator (the “Securities
Administrator”) and acknowledged by XXXXXX XXXXXXX MORTGAGE CAPITAL HOLDINGS
LLC, a New York corporation, as seller (the “Seller”), for purposes of Section
2.05.
WITNESSETH
THAT
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. As provided herein, the Trustee, for federal
income tax purposes, shall treat the Trust Fund as consisting of a
trust (the “ES Trust”) beneath which are four real estate mortgage investment
conduits (or in the alternative, “REMIC 1”, “REMIC 2”, “REMIC 3” and the “Master
REMIC”) and the Securities Administrator, on behalf of the Trustee, shall make
all elections as necessary for
such treatment. REMIC 1 will consist
of the Mortgage Loans,
excluding any rights of the Trust Fund in respect of the Additional
Collateral. REMIC 1 will issue uncertificated REMIC regular interests
(the “REMIC 1 Regular Interests”). The REMIC 1 Regular Interests will
represent the “regular interests” in REMIC 1, and the Class R1 Interest will
represent the single Class of “residual interest” in REMIC 1.
The
Trustee will hold the REMIC 1 Regular Interests for the benefit of REMIC
2. REMIC 2 will consist of the REMIC 1 Interests and will be
evidenced by the REMIC 2 Interests (other than the Class R2 Interests), which
will constitute the regular interests in REMIC 2 and the Class R2 Interest,
which will represent the single Class of “residual interest” in REMIC
2.
The
Trustee will hold the REMIC 2 Regular Interests for the benefit of REMIC
3. REMIC 3 will consist of the REMIC 2 Interests and will be
evidenced by the REMIC 3 Interests (other than the Class R3 Interests), which
will constitute the regular interests in REMIC 3 and the Class R3 Interest,
which will represent the single Class of “residual interest” in REMIC
3.
The
Trustee will hold the REMIC 3 Regular Interests for the benefit of the Master
REMIC. The Master REMIC will consist of the REMIC 3 Interests and
will be evidenced by the Master REMIC Interests (other than the Class R4
Interests), which will constitute the regular interests in the Master REMIC
and
the Class R4 Interest, which will represent the single Class of “residual
interest” in the Master REMIC. The “latest possible maturity date”
for federal income tax purposes of all regular and residual interests created
hereunder will be the Latest Possible Maturity Date.
The
ES
Trust shall hold the R1 Interest, R2 Interest, the R3 Interest, the R4 Interest
and all Master REMIC regular interests, and shall issue the
Certificates. Each Certificate, other than the Class A-R Certificate,
will represent ownership of one or more of the Master REMIC regular interests
held by the ES Trust. For federal income tax purposes the Trustee
shall treat the ES Trust as a Grantor Trust and shall treat each Holder of
an ES
Trust Certificate as the owner of the individual, underlying assets represented
by such ES Trust Certificate. In addition, to the fullest extent
possible, ownership of an ES Trust Certificate shall be treated as direct
ownership of the individual, underlying assets represented by such ES Trust
Certificate for federal income tax reporting purposes.
REMIC
1
2
Except
as
provided below, REMIC 1 will issue a single regular interest corresponding
to
each Mortgage Loan in Collateral Allocation Group 1, Collateral Allocation
Group
2, Collateral Allocation Group 3 and Collateral Allocation Group 4 having a
Net
Mortgage Rate equal to that of its corresponding Mortgage Loan and allocated
principal, interest and Realized Losses in the same manner as such items are
allocated to their corresponding Mortgage Loans.
REMIC
1
will issue a single regular interest corresponding to each Mortgage Loan in
Loan
Group 1 having a Net Mortgage Rate less than or equal to 5.50% and each Mortgage
Loan in Loan Group 2 having a Net Mortgage Rate less than or equal to 6.00%,
two
regular interests (referred to collectively herein as the “Class 1-A Interests”
and the “Class 1-B Interests”) for each Mortgage Loan in Loan Group 1 having a
Net Mortgage Rate greater than 5.50% and less than 6.00% and for each Mortgage
Loan in Loan Group 2 having a Net Mortgage Rate greater than 6.00% and less
than
7.50%.
Each
REMIC 1 Regular Interest corresponding to a Mortgage Loan in Loan Group 1 having
a Net Mortgage Rate less than or equal to 5.50% will have a Pass Through Rate
of
5.50% and each REMIC 1 Regular Interest corresponding to a Mortgage Loan in
Loan
Group 2 having a Net Mortgage Rate less than or equal to 6.00% will have a
Pass
Through Rate of 6.00%. Each such Class will have a principal balance,
following the allocation of scheduled principal, prepayments of principal and
Realized Losses, equal to the product of: (i) the Non-A-P Percentage of the
related Mortgage Loan and (ii) the related Mortgage Loan’s principal
balance. For purposes of the calculating the Calculation Rate,
each of the foregoing REMIC 1 Regular Interests relating to a Group 1 Mortgage
Loan will be treated as part of Collateral Allocation Group 1 and each of the
foregoing REMIC 1 Regular Interests relating to a Group 2 Mortgage Loan will
be
treated as part of Collateral Allocation Group 3.
Each
of
the Class 1-A Interests relating to a Mortgage Loan in Loan Group 1 will have
a
Pass Through Rate of 5.50% and a principal balance, following the allocation
of
scheduled principal, prepayments of principal and Realized Losses, equal to
the
product of: (i) 6.00% minus the Net Mortgage Rate in respect of the related
Mortgage Loan, divided by .50%, and (ii) the related Mortgage Loan’s principal
balance. For purposes of the calculating the Calculation Rate, each
Class 1-A Interest relating to a Group 1 Mortgage Loan will be treated as part
of Collateral Allocation Group 1.
Each
of
the Class 1-A Interests relating to a Mortgage Loan in Loan Group 2 will have
a
Pass Through Rate of 6.00% and a principal balance, following the allocation
of
scheduled principal, prepayments of principal and Realized Losses, equal to
the
product of: (i) 7.50% minus the Net Mortgage Rate in respect of the related
Mortgage Loan, divided by 1.50%, and (ii) the related Mortgage Loan’s principal
balance. For purposes of the calculating the Calculation Rate, each
Class 1-A Interest relating to a Group 2 Mortgage Loan will be treated as part
of Collateral Allocation Group 3.
Each
of
the Class 1-B Interests relating to a Mortgage Loan in Loan Group 1 will have
a
Pass Through Rate of 6.00% and a principal balance, following the allocation
of
scheduled principal, prepayments of principal and Realized Losses, equal to
the
product of: (i) the Net Mortgage Rate in respect of the related Mortgage Loan
minus 5.50%, divided by .50%,
3
and
(ii)
the related Mortgage Loan’s principal balance. For purposes of the
calculating the Calculation Rate, each Class 1-B Interest relating to a Group
1
Mortgage Loan will be treated as part of Collateral Allocation Group
2.
Each
of
the Class 1-B Interests relating to a Mortgage Loan in Loan Group 2 will have
a
Pass Through Rate of 7.50% and a principal balance, following the allocation
of
scheduled principal, prepayments of principal and Realized Losses, equal to
the
product of: (i) the Net Mortgage Rate in respect of the related Mortgage Loan
minus 6.00%, divided by 1.50%, and (ii) the related Mortgage Loan’s principal
balance. For purposes of the calculating the Calculation Rate, each
Class 1-B Interest relating to a Group 2 Mortgage Loan will be treated as part
of Collateral Allocation Group 4.
Each
of
the Class 1-B Interests relating to a Mortgage Loan in Loan Group 1 having
a Net
Mortgage Rate that exceeds 6.00% will have a Pass Through Rate of 6.00% and
a
principal balance, following the allocation of scheduled principal, prepayments
of principal and Realized Losses, equal to the related Mortgage Loan’s principal
balance. For purposes of the calculating the Calculation Rate, each
Class 1-B Interest relating to a Group 2 Mortgage Loan will be treated as part
of Collateral Allocation Group 2.
Each
of
the Class 1-B Interests relating to a Mortgage Loan in Loan Group 2 having
a Net
Mortgage Rate that exceeds 7.50% will have a Pass Through Rate of 7.50% and
a
principal balance, following the allocation of scheduled principal, prepayments
of principal and Realized Losses, equal to the related Mortgage Loan’s principal
balance. For purposes of the calculating the Calculation Rate, each
Class 1-B Interest relating to a Group 2 Mortgage Loan will be treated as part
of Collateral Allocation Group 4.
REMIC
1
also will issue the Class 1-1-A-P Interest, Class 1-3-A-P Interest, Class
1-2-A-X Interest, Class 1-4-A-X Interest, Class 1-P Interest and the Class
R-1
Interest. The Class 1-1-A-P and 1-3-A-P Interests will have principal
balances, following the allocation of scheduled principal, prepayments of
principal and Realized Losses, equal to the principal balances in respect of
the
Class 1-A-P and 3-A-P Certificates, respectively, and will not be entitled
to
receive distributions of interest. The Class 1-2-A-X will have
notional balances equal to the aggregate principal balance of the Loan Group
1
Mortgage Loans having a Net Mortgage rate exceeeding 6.00% and a Pass-Through
Rate equal to the excess of the weighted average Net Mortgage Rate in respect
of
such Mortgage Loans over 6.00%. The Class 1-4-A-X will have notional
balances equal to the aggregate principal balance of the Loan Group 2 Mortgage
Loans having a Net Mortgage rate exceeeding 7.50% and a Pass-Through Rate equal
to the excess of the weighted average Net Mortgage Rate in respect of such
Mortgage Loans over 7.50%. The Class 1-P Interest will not be
entitled to any interest, but will be entitled to 100% of any prepayment
premiums paid on the Mortgage Loans. The Class R-1 Interest is the
residual interest and will not be entitled to any distributions of interest
or
principal.
REMIC
2
The
REMIC
2 Regular Interests will have the initial principal balance, Pass-Through Rates
and corresponding Loan Groups as set forth in the following table:
4
|
REMIC
2 Interests
|
Initial
Principal Balance
|
Pass-Through
Rate
|
Corresponding
Collateral Allocation Group
|
|
A-1
(0.9% of SP Loan Group 1)
|
(1)
|
5.50%
|
1
|
|
B-1 (0.1%
of SP Loan Group 1)
|
(1)
|
5.50%
|
1
|
|
C-1 (Excess
of Loan Group 1)
|
(1)
|
5.50%
|
1
|
|
2-1-A-P
|
(1)
|
0.00%
|
1
|
|
A-2 (0.9%
of SP Loan Group 2)
|
(1)
|
6.00%
|
2
|
|
B-2 (0.1%
of SP Loan Group 2)
|
(1)
|
6.00%
|
2
|
|
C-2 (Excess
of Loan Group 2)
|
(1)
|
6.00%
|
2
|
|
2-2-A-X
|
(1)
|
(2)
|
2
|
|
A-3
(0.9% of SP Loan Group 3)
|
(1)
|
6.00%
|
3
|
|
B-3 (0.1%
of SP Loan Group 3)
|
(1)
|
6.00%
|
3
|
|
C-3 (Excess
of Loan Group 3)
|
(1)
|
6.00%
|
3
|
|
2-3-A-P
|
(1)
|
0.000%
|
3
|
|
A-4 (0.9%
of SP Loan Group 4)
|
(1)
|
7.50%
|
4
|
|
B-4 (0.1%
of SP Loan Group 4)
|
(1)
|
7.50%
|
4
|
|
C-4 (Excess
of Loan Group 4)
|
(1)
|
7.50%
|
4
|
|
2-4-A-X
|
(1)
|
(2)
|
4
|
|
2-P
|
$100
|
(3)
|
N/A
|
|
R-2
|
(4)
|
(4)
|
N/A
|
_______________
(1)
Each
Class A Interest will have a principal balance initially equal to 0.9% of the
Subordinated Portion (“SP”) of its corresponding Loan Group. Each
Class B Interest will have a principal balance initially equal to 0.1% of the
SP
of its corresponding Loan Group. The initial principal balance of each Class
C
Interest will equal the excess of the initial aggregate principal balance of
its
corresponding Loan Group over the initial aggregate principal balances of the
Class A and Class B Interests corresponding to such Loan Group. On
each Distribution Date, the Class 2-1-A-P and 2-3-A-P Interests will have
principal balances, following the allocation of scheduled principal, prepayments
of principal and Realized Losses, equal to the principal balances in respect
of
the Class 1-A-P and 3-A-P Certificates, respectively, and will not be entitled
to receive distributions of interest.
(2) The
Class 2-2-A-X and Class 2-4-A-X Interests will be entitled to all interest
accruals in respect of the Class 1-2-A-X and Class 1-4-A-X
Interests.
(3) The
Class 2-P Interests will not bear interest. The Class 2-P will be
entitled to all Prepayment Charges collected in respect of the Mortgage
Loans.
(4) The
Class R-2 Interest is the sole class of residual interest in REMIC
2. It has no principal balance and pays no principal or
interest.
On
each
Distribution Date, interest and the Non-A-P Percentage principal collections
shall be distributed with respect to the REMIC 2 Interests in the following
manner:
5
(1)
Interest is to be distributed with respect to each REMIC 2 Interest according
to
the formulas described above;
(2)
If a
Cross-Over Situation does not exist with respect to any Class of Interests,
then
Principal Amounts and Realized Losses arising with respect to each Collateral
Allocation Group will be allocated: first to cause the Collateral Allocation
Group's corresponding Class A and Class B to equal, respectively, 0.9% of the
SP
and 0.1% of the SP; and second to the Collateral Allocation Group’s
corresponding Class C Interest;
(3)
If a
Cross-Over Situation exists with respect to the Class A and B Interests
then:
(a)
if
the Calculation Rate in respect of such Class A and Class B Interests is less
than the Pass Through Rate in respect of the Subordinated Certificates,
Principal Relocation Payments will be made proportionately to the outstanding
Class A Interests prior to any other distributions of principal from each such
Collateral Allocation Group; and
(b)
if
the Calculation Rate in respect of such outstanding Class A and Class B
Interests is greater than the Pass Through Rate in respect of the Subordinated
Certificates, Principal Relocation Payments will be made proportionately to
the
outstanding Class B Interests prior to any other distributions of principal
from
each such Collateral Allocation Group.
In
case
of either (a) or (b), Principal Relocation Payments will be made so as to cause
the Calculation Rate in respect of the outstanding Class A and B Interests
to
equal the Pass Through Rate in respect of the Subordinate Certificates. With
respect to each Collateral Allocation Group, if (and to the extent that) the
sum
of (a) the principal payments comprising the Principal Amount received during
the Due Period and (b) the Realized Losses on the Mortgage Loans in that
Collateral Allocation Group, are insufficient to make the necessary reductions
of principal on the Class A and B Interests, then interest will be added to
the
Collateral Allocation Group's other REMIC 2 Interests that are not receiving
Principal Relocation Payments, in proportion to their principal
balances.
(c)
Unless required to achieve the Calculation Rate, the outstanding aggregate
Class
A and B Interests will not be reduced below 1% of the excess of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of any
Due Period over (ii) the Certificate Balance Senior Certificates (excluding
the
Class A-R Certificates) as of the related Distribution Date (after taking into
account distributions of principal on such Distribution Date).
If
(and
to the extent that) the limitation in paragraph (c) prevents the distribution
of
principal to the Class A and Class B Interests of a Collateral Allocation Group,
and if the Collateral Allocation Group's Class C Interest has already been
reduced to zero, then the excess principal from that Collateral Allocation
Group
will be paid to the Class C Interests of the other Collateral Allocation Group,
the aggregate Class A and Class B Interests of which are less than 1% of the
SP. If the pass through rate of the Collateral Allocation Group of
the Class C Interest that receives such
6
payment
is below the pass through rate of the Collateral Allocation Group making the
payment, then the payment will be treated by the REMIC 2 as a Realized Loss.
Conversely, if the pass through rate of the Collateral Allocation Group of
the
Class C Interest that receives such payment is higher than the pass through
rate
of the Collateral Allocation Group making the payment, then the payment will
be
treated by the REMIC 2 as a reimbursement for prior Realized
Losses.+
REMIC
3
The
REMIC
3 Interests, each of which (except for the Class R3 Interests) is hereby
designated as a REMIC regular interest for federal income tax purposes, will
have the principal balances, Pass-Through Rates and Corresponding Master REMIC
Interests as set forth in the following table:
|
REMIC
3 Interest(1)
|
Initial
Principal Balance
|
Pass-Through
Rate
(per
annum)
|
Corresponding
Master REMIC Class
|
|
Class
3-1-A-1A
|
$21,468,000.00
|
5.50000%
|
Class
MR-1-A-1A
|
|
Class
3-1-A-1B
|
$802,000.00
|
5.50000%
|
Class
MR-1-A-1B
|
|
Class
3-1-A-P
|
$211.406
|
0.00000%
|
Class
MR-1-A-P
|
|
Class
3-2-A-1A
|
$22,336,000.00
|
6.00000%
|
Class
MR-2-A-1A
|
|
Class
3-2-A-1B
|
$835,000.00
|
6.00000%
|
Class
MR-2-A-1B
|
|
Class
3-2-A-X
|
(2)
|
(2)
|
Class
MR-2-A-X
|
|
Class
3-3-A-1
|
$13,806,000.00
|
6.00000%
|
Class
MR-3-A-1
|
|
Class
3-3-A-2
|
$2,491,000.00
|
6.00000%
|
Class
MR-3-A-2
|
|
Class
3-3-A-3
|
$25,120,000.00
|
6.00000%
|
Class
MR-3-A-3
|
|
Class
3-3-A-4
|
$75,000,000.00
|
6.25000%
|
Class
MR-3-A-4
|
|
Class
3-3-A-5
|
$24,960.00
|
6.25000%
|
Class
MR-3-A-5
|
|
Class
3-3-A-6
|
$3,126,040.00
|
0.00000%
|
Class
MR-3-A-6
|
|
Class
3-3-A-7
|
$17,822,000.00
|
6.00000%
|
Class
MR-3-A-7
|
|
Class
3-3-A-8
|
$6,828,000.00
|
6.00000%
|
Class
MR-3-A-8
|
|
Class
3-3-A-10
|
$8,108,000.00
|
6.00000%
|
Class
MR-3-A-10
|
|
Class
3-3-A-11PO1
|
$31,013,142.00
|
0.00000%
|
Class
MR-3-A-11PO1
|
|
Class
3-3-A-11PO2
|
$12,405,258.00
|
0.00000%
|
Class
MR-3-A-11PO2
|
|
Class
3-3-A-11
|
$ 19,624,800.00
|
7.50000%
|
Class
MR-3-A-11
|
|
Class
3-3-A-12
|
$ 49,366,400.00
|
7.50000%
|
Class
MR-3-A-12
|
|
Class
3-3-A-13
|
$ 74,049,600.00
|
7.50000%
|
Class
MR-3-A-13
|
|
Class
3-3-A-16
|
$ 10,991,200.00
|
7.50000%
|
Class
MR-3-A-16
|
|
Class
3-3-A-17
|
$ 14,201,600.00
|
7.50000%
|
Class
MR-3-A-17
|
|
Class
3-3-A-18
|
$ 5,440,000.00
|
7.50000%
|
Class
MR-3-A-18
|
|
Class
3-3-A-P
|
$5,589,268.00
|
0.00000%
|
Class
MR-3-A-P
|
|
Class
3-4-A-3
|
$73,859,000.00
|
7.50000%
|
Class
MR-4-A-3
|
|
Class
3-4-A-4
|
$3,077,000.00
|
7.50000%
|
Class
MR-4-A-4
|
|
Class
3-4-A-X
|
(2)
|
(2)
|
Class
MR-4-A-X
|
|
Class 3-$100
|
$100.00
|
6.00000%
|
N/A
|
|
Class
3-B-1
|
$18,273,000.00
|
(3)
|
Class
MR-B-1
|
|
Class
3-B-2
|
$8,121,000.00
|
(3)
|
Class
MR-B-2
|
|
Class
3-B-3
|
$5,075,000.00
|
(3)
|
Class
MR-B-3
|
|
Class
3-B-4
|
$4,873,000.00
|
(3)
|
Class
MR-B-4
|
|
Class
3-B-5
|
$4,061,000.00
|
(3)
|
Class
MR-B-5
|
7
|
Class
3-B-6
|
$3,248,562.58
|
(3)
|
Class
MR-B-6
|
|
Class
3-P
|
$1,000.00
|
(4)
|
Class
MR-P
|
|
Class
R3
|
(5)
|
(5)
|
|
(1)
|
For
each Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, each such Class of Interests will
have a
principal balance equal to the principal balance in respect of the
Corresponding Class of Master REMIC
Interests.
|
(2) The
Class 3-2-A-X and Class 3-4-A-X Interests will be entitled to all interest
accruals in respect of the Class 2-2-A-X and Class 2-4-A-X
Interests.
|
(3)
|
The
interest rate with respect to any Distribution Date (and the related
Interest Accrual Period) for this REMIC Interest is a per annum rate
equal
to the Calculation Rate.
|
|
(4)
|
The
Class 3-P Interest will not be entitled to any interest, but will
be
entitled to 100% of any prepayment premiums paid on the Mortgage
Loans.
|
|
(5)
|
The
R3 Interest is the sole Class of residual interest in REMIC
3. It pays no interest or
principal.
|
The
Master REMIC
The
Master REMIC Interests, each of which (except for the Class R2 Interests) is
hereby designated as a REMIC regular interest for federal income tax purposes,
will have the principal balances and Pass-Through Rates as set forth in the
following table:
|
Master
REMIC Interest
|
Initial
Principal Balance
|
Pass-Through
Rate
(per
annum)
|
|
Class
MR-1-A-1A
|
$21,468,000.00
|
5.50000%
|
|
Class
MR-1-A-1B
|
$802,000.00
|
5.50000%
|
|
Class
MR-1-A-P
|
$211.406
|
0.00000%
|
|
Class
MR-2-A-1A
|
$22,336,000.00
|
6.00000%
|
|
Class
MR-2-A-1B
|
$835,000.00
|
6.00000%
|
|
Class
MR-2-A-X
|
(1)
|
(1)
|
|
Class
MR-3-A-1
|
$13,806,000.00
|
6.00000%
|
|
Class
MR-3-A-2
|
$2,491,000.00
|
6.00000%
|
|
Class
MR-3-A-3
|
$25,120,000.00
|
6.00000%
|
|
Class
MR-3-A-4
|
$75,000,000.00
|
6.25000%
|
|
Class
MR-3-A-5
|
$24,960.00
|
6.25000%
|
|
Class
MR-3-A-6
|
$3,126,040.00
|
0.000000%
|
|
Class
MR-3-A-7
|
$17,822,000.00
|
6.00000%
|
|
Class
MR-3-A-8
|
$6,828,000.00
|
6.00000%
|
|
Class
MR-3-A-10
|
$8,108,000.00
|
6.00000%
|
|
Class
MR-3-A-11PO1
|
$31,013,142.00
|
0.00000%
|
|
Class
MR-3-A-11PO2
|
$12,405,258.00
|
0.00000%
|
|
Class
MR-3-A-11A1
|
$ 19,624,800.00
|
(2)
|
|
Class
MR-3-A-11A2 though EE3
|
(2)
|
(2)
|
|
Class
MR-3-A-12A1
|
$ 49,366,400.00
|
(3)
|
8
|
Class
MR-3-A-12A2 though EE3
|
(3)
|
(3)
|
|
Class
MR-3-A-13A1
|
$ 74,049,600.00
|
(4)
|
|
Class
MR-3-A-13A2 though EE3
|
(4)
|
(4)
|
|
Class
MR-3-A-16A1
|
$ 10,991,200.00
|
(5)
|
|
Class
MR-3-A-16A2 though EE3
|
(5)
|
(5)
|
|
Class
MR-3-A-17A1
|
$ 14,201,600.00
|
(6)
|
|
Class
MR-3-A-17A2 though EE3
|
(6)
|
(6)
|
|
Class
MR-3-A-18A1
|
$ 5,440,000.00
|
(7)
|
|
Class
MR-3-A-18A2 though EE3
|
(7)
|
(7)
|
|
Class
MR-3-A-P
|
$5,589,268.00
|
0.00000%
|
|
Class
MR-4-A-2
|
(8)
|
(8)
|
|
Class
MR-4-A-3
|
$73,859,000.00
|
(9)
|
|
Class
MR-4-A-4
|
$3,077,000.00
|
(9)
|
|
Class
MR-4-A-5
|
(10)
|
(10)
|
|
Class
MR-4-A-X
|
(1)
|
(1)
|
|
Class A-R
|
$100.00
|
6.00000%
|
|
Class
MR-B-1
|
$18,273,000.00
|
(11)
|
|
Class
MR-B-2
|
$8,121,000.00
|
(11)
|
|
Class
MR-B-3
|
$5,075,000.00
|
(11)
|
|
Class
MR-B-4
|
$4,873,000.00
|
(11)
|
|
Class
MR-B-5
|
$4,061,000.00
|
(11)
|
|
Class
MR-B-6
|
$3,248,562.58
|
(11)
|
|
Class
MR-P
|
$1,000.00
|
(12)
|
|
Class
R4
|
(13)
|
(13)
|
__________________________________________
|
(1)
|
The
Class MR-2-A-X and Class MR-4-A-X Interests will be entitled to all
interest accruals in respect of the Class 3-2-A-X and Class 3-4-A-X
Interests.
|
|
(2)
|
Each
of the MR-3-A-11A2, XX-0-X-00X0, XX-0-X-00X0, XX-0-X-00XX0, XX-0-X-00XX0
XX-0-X-00XX0, MR-3-A-11B1, MR-3-A-11B2, MR-3-A-11B3, MR-3-A-11BB1,
XX-0-X-00XX0, XX-0-X-00XX0, XX-0-X-00X0, XX-0-X-00X0, XX-0-X-00X0,
MR-3-A-11CC1, MR-3-A-11CC2, MR-3-A-11CC3, XX-0-X-X0, XX-0-X-X0,
XX-0-X-00X0, XX-0-X-XX0, XX-0-X-00XX0, XX-0-X-00XX0, XX-0-X-X0,
MR-3-A-11E2, XX-0-X-00X0, XX-0-X-X0, XX-0-X-XX0, XX-0-X-00XX0
and MR-3-A-11EE3 Interests for any Distribution Date will have notional
balances equal to the principal balances of the Class 3-3-A-11
Interest. The MR-3-A-11A1 Interests for any
Distribution Date will have a Pass-Through Rate equal to LIBOR plus
0.40%,
subject to a maximum per annum rate of 6.41667%. The
MR-3-A-11A2 Interests for any Distribution Date will have a Pass-Through
Rate equal to LIBOR plus 0.40%, subject to a maximum per annum rate
of
6.708333% and a minimum rate of 6.41667%. The MR-3-A-11A3
Interests for any Distribution Date will have a Pass-Through Rate
equal to
LIBOR plus 0.40%, subject to a maximum per annum rate of 7.00% and
a
minimum rate of 6.70833%. The MR-3-A-11A4 Interests for any
Distribution Date will have a Pass-Through Rate equal to LIBOR plus
0.40%,
subject to a maximum per annum rate of 7.50% and a minimum rate of
7.00%. The MR-3-A-11AA1 Interests for any Distribution Date
will have a Pass-Through Rate equal to (i) the product of 14 and
(ii) the
excess of
|
9
|
|
(a)
LIBOR plus 0.40%, subject to a maximum per annum rate of 6.41667%,
over
(b) the excess of LIBOR over 7.00%. The MR-3-A-11AA2 Interests
for any Distribution Date will have a Pass-Through Rate equal to:
(i) the
product of 14 and (ii) the excess of (a) LIBOR plus 0.40%, subject
to a
maximum per annum rate of 6.708333% and a minimum rate of 6.41667%,
over
(b) the excess of LIBOR over 7.00%. The MR-3-A-11AA3 Interests
for any Distribution Date will have a Pass-Through Rate equal to:
(i) the
product of 14 and (ii) the excess of (a) LIBOR plus 0.40%, subject
to a
maximum per annum rate of 7.00% and a minimum rate of 6.70833%,
over (b)
the excess of LIBOR over 7.00%. The Class
MR-3-A-11B1 Interests for any Distribution Date will have
a pass through rate equal to 6.01667% minus LIBOR subject to a
cap of
.10%. The Class MR-3-A-11B2 Interests for any Distribution Date
will have a pass through rate equal to 6.30833% minus LIBOR, subject
to a
cap of .10%. The Class MR-3-A-11B3 Interests for any
Distribution Date will have a pass through rate equal to 6.60%
minus
LIBOR, subject to a cap of .10%. The Class MR-3-A-11BB1
Interests for any Distribution Date will have a pass through rate
equal
to: (i) the product of 14 and (ii) the excess of (a) 6.01667% minus
LIBOR
subject to a cap of .10%, over (b) the excess of LIBOR over
7.00%. The Class MR-3-A-11BB2 Interests for any Distribution
Date will have a pass through rate equal to: (i) the product of
14 and
(ii) the excess of 6.30833% minus LIBOR, subject to a cap of .10%,
over
(b) the excess of LIBOR over 7.00%. The Class MR-3-A-11BB3
Interests for any Distribution Date will have a pass through rate
equal
to: (i) the product of 14 and (ii) the excess of (a) 6.60% minus
LIBOR,
subject to a cap of .10%, over (b) the excess of LIBOR over
7.00%. The Class MR-3-A-11C1 Interests for any
Distribution Date will have a pass through rate equal to 5.91667%
minus
LIBOR subject to a cap of .05%. The Class MR-3-A-11C2 Interests
for any Distribution Date will have a pass through rate equal to
6.20833%
minus LIBOR, subject to a cap of .05%. The Class MR-3-A-11C3
Interests for any Distribution Date will have a pass through rate
equal to
6.50% minus LIBOR, subject to a cap of .05%. The Class
MR-3-A-11CC1 Interests for any Distribution Date will have a pass
through
rate equal to: (i) the product of 14 and (ii) the excess of (a)
5.91667%
minus LIBOR subject to a cap of .05%, over (b) the excess of LIBOR
over
7.00%. The Class MR-3-A-11CC2 Interests for any Distribution
Date will have a pass through rate equal to: (i) the product of
14 and
(ii) the excess of (a) 6.20833% minus LIBOR, subject to a cap of
.05%,
over (b) the excess of LIBOR over 7.00%. The Class MR-3-A-11CC3
Interests for any Distribution Date will have a pass through rate
equal
to: (i) the product of 14 and (ii) the excess of (a) 6.50% minus
LIBOR,
subject to a cap of .05%, over (b) the excess of LIBOR over
7.00%. The Class MR-3-A-11D1 Interests for any
Distribution Date will have a pass through rate equal to 5.86667%
minus
LIBOR subject to a cap of .05%. The Class MR-3-A-11D2 Interests
for any Distribution Date will have a pass through rate equal to
6.15833%
minus LIBOR, subject to a cap of .05%. The Class MR-3-A-11D3
Interests for any Distribution Date will have a pass through rate
equal to
6.45% minus LIBOR, subject to a cap of .05%. The Class
MR-3-A-11DD1 Interests for any Distribution Date will have a pass
through
rate equal to: (i) the product of 14 and (ii) the excess of (a)
5.86667%
minus LIBOR subject to a cap of .05%, over (b) the excess of LIBOR
over
7.00%. The Class MR-3-A-11DD2 Interests for any Distribution
Date will have a pass through rate equal to: (i) the product of
14 and
(ii) the excess of (a) 6.15833% minus LIBOR, subject to a cap of
.05%,
over (b) the excess of LIBOR over 7.00%. The Class MR-3-A-11DD3
Interests for any Distribution Date
will
|
10
|
|
have
a pass through rate equal to: (i) the product of 14 and (ii)
the excess of
(a) 6.45% minus LIBOR, subject to a cap of .05%, over (b) the
excess of
LIBOR over 7.00%.. The Class MR-3-A-11E1
Interests for any Distribution Date will have a pass through
rate equal to
5.81667% minus LIBOR. The Class MR-3-A-11E2 Interests for any
Distribution Date will have a pass through rate equal to 6.10833%
minus
LIBOR, subject to a cap of .291667%. The Class MR-3-A-11E3
Interests for any Distribution Date will have a pass through
rate equal to
6.40% minus LIBOR, subject to a cap of .291667. The Class
MR-3-A-11E4 Interests for any Distribution Date will have a pass
through
rate equal to 6.90% minus LIBOR, subject to a cap of .50%. The
Class MR-3-A-11EE1 Interests for any Distribution Date will have
a pass
through rate equal to: (i) the product of 14 and (ii) the excess
of (a)
5.81667% minus LIBOR, over (b) the excess of LIBOR over
7.00%. The Class MR-3-A-11EE2 Interests for any Distribution
Date will have a pass through rate equal to: (i) the product
of 14 and
(ii) the excess of (a) 6.10833% minus LIBOR, subject to a cap
of .291667%,
over (b) the excess of LIBOR over 7.00%. The Class MR-3-A-11EE3
Interests for any Distribution Date will have a pass through
rate equal
to: (i) the product of 14 and (ii) the excess of (a) 6.40% minus
LIBOR,
subject to a cap of .291667%, over (b) the excess of LIBOR over
7.00%.
|
|
(3)
|
The
Pass-Through Rates and notional balances in respect of each of these
classes will be identical in all respects to those described in Note
(2)
above except that “12” is substituted for each reference to
“-11”.
|
|
(4)
|
The
Pass-Through Rates and notional balances in respect of each of these
classes will be identical in all respects to those described in Note
(2)
above except that “13” is substituted for each reference to
“-11”.
|
|
(5)
|
The
Pass-Through Rates and notional balances in respect of each of these
classes will be identical in all respects to those described in Note
(2)
above except that “16” is substituted for each reference to
“-11”.
|
|
(6)
|
The
Pass-Through Rates and notional balances in respect of each of these
classes will be identical in all respects to those described in Note
(2)
above except that “17” is substituted for each reference to
“-11”.
|
|
(7)
|
The
Pass-Through Rates and notional balances in respect of each of these
classes will be identical in all respects to those described in Note
(2)
above except that “18” is substituted for each reference to
“-11”.
|
|
(8)
|
For
each Distribution this Class will accrue interest on a notional balance
equal to the Class 3-4-A-3 Interest balance and bear interest at
a
Pass-Through Rate equal to 7.10000% minus one-month
LIBOR.
|
|
(9)
|
The
pass-through rate for the Class MR-4-A-3 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.39000%, subject to a maximum
per annum rate of 7.50000% and a minimum rate of 0.39000%. The
pass-through rate for the Class MR-4-A-4 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
|
11
|
|
equal
to the sum of one-month LIBOR plus 0.64000%, subject to a maximum
per
annum rate of 7.50000% and a minimum rate of 0.
64000%.
|
|
(10)
|
For
each Distribution this Class will accrue interest on a notional balance
equal to the Class 3-4-A-4 Interest balance and bear interest for
the
Interest Accrual Period related to any Distribution Date (a) on which
one-month LIBOR is less than or equal to 7.10000% per annum will
be a per
annum rate equal to the excess, if any, of one-month LIBOR over 6.86000%,
and (b) on which one-month LIBOR is greater than 7.10000% per annum
will
be a per annum rate equal to the product of (1) 24 and (2) 7.11000%
minus
one-month LIBOR, in each case, subject to a maximum per annum rate
of
0.24000% and a minimum rate of
0.00000%.
|
|
(11)
|
The
interest rate with respect to any Distribution Date (and the related
Interest Accrual Period) for this REMIC Interest is a per annum rate
equal
to the Calculation Rate.
|
|
(12)
|
The
Class MR-P Interest will not be entitled to any interest, but will
be
entitled to 100% of any prepayment premiums paid on the Mortgage
Loans.
|
|
(13)
|
The
R4 Interest is the sole Class of residual interest in REMIC
4. It pays no interest or
principal.
|
The
ES
Trust
The
following table sets forth characteristics of the ES Trust Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which such Classes shall be issuable (except that other than as explicitly
set forth below, one Certificate of each Class of Certificates may be issued
in
a different amount and, in addition, one Residual Certificate representing
the
Tax Matters Person Certificate may be issued in a different
amount):
|
Class
Designation
|
Initial
Class Principal Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests Represented(1)
|
|
Class
1-A-1
|
$22,270,000.00
|
5.50000%
|
$25,000.00
|
$1,000.00
|
Class
MR-1-A-1A,
Class
MR-1-A-1B
|
|
Class
1-A-2
|
$21,468,000.00
|
5.50000%
|
$25,000.00
|
$1,000.00
|
Class
MR-1-A-1A
|
|
Class
1-A-3
|
$802,000.00
|
5.50000%
|
$25,000.00
|
$1,000.00
|
Class
MR-1-A-1B
|
|
Class
1-A-P
|
$211,406.00
|
(2)
|
$25,000.00
|
$1,000.00
|
Class
MR-1-A-P
|
|
Class
2-A-1
|
$23,171,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-2-A-1A,
Class
MR-2-A-1B
|
|
Class
2-A-2
|
$22,336,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-2-A-1A
|
|
Class
2-A-3
|
$835,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-2-A-1B
|
|
Class
2-A-X
|
(3)
|
6.00000%
|
$100,000.00(4)
|
$1,000.00(4)
|
Class
MR-2-A-X
|
|
Class
3-A-1
|
$13,806,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-1
|
|
Class
3-A-2
|
$2,491,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-2
|
|
Class
3-A-3
|
$25,120,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-3
|
|
Class
3-A-4
|
$75,000,000.00
|
6.25000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-4
|
12
|
Class
Designation
|
Initial
Class Principal Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests
Represented(1)
|
|
Class
3-A-5
|
$24,960.00
|
6.25000%
|
$24,960.00
|
N/A
|
Class
MR-3-A-5
|
|
Class
3-A-6
|
$3,126,040.00
|
(2)
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-6
|
|
Class
3-A-7
|
$17,822,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-7
|
|
Class
3-A-8
|
$6,828,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-8
|
|
Class
3-A-9
|
$24,650,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-7,
Class
MR-3-A-8
|
|
Class
3-A-10
|
$8,108,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-10
|
|
Class
3-A-11
|
$24,531,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-11,
plus
11.2982% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests(1)
|
|
Class
3-A-12
|
$61,708,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-12,
plus
28.42482% of
\the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-13
|
$92,562,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-13
plus
42.63722% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-14
|
$154,270,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-12,
Class
MR-3-A-13
plus
71.06204% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-15
|
$168,009,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-12,
Class
MR-3-A-13,
Class
MR-3-A-16
plus
77.39069% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-16
|
$13,739,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-16
plus
6.32865% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-17
|
$17,752,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-17
plus
8.17718% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
13
|
Class
Designation
|
Initial
Class Principal Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests
Represented(1)
|
|
Class
3-A-18
|
$6,800,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-18
plus
3.13231% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-19
|
$38,291,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-16,
Class
MR-3-A-17,
Class
MR-3-A-18
plus
17.63814% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-20
|
$24,552,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-17,
Class
MR-3-A-18
plus
71.06204% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-21
|
$49,202,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-7,
Class
MR-3-A-8,
Class
MR-3-A-17,
Class
MR-3-A-18
plus
11.30949% of
the
MR-3-A-11PO1
and MR-3-A-11PO2
Interests
(1)
|
|
Class
3-A-22
|
$217,092,000.00
|
6.00000%
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-11,
Class
MR-3-A-12,
Class
MR-3-A-13,
Class
MR-3-A-16,
Class
MR-3-A-17,
Class
XX-0-X-00,
XX-0-X-00XX0
xxx XX-0-X-00XX0
Interests
(1)
|
|
Class
3-A-23
|
$186,078,857.00
|
(5)
|
$25,000.00
|
$1,000.00
|
XX0,
X0, X0, X0,
XX0,
XX0, XX0,
X0,
X0, X0, BB1,
BB2,
BB3 (1)
|
|
Class
3-A-24
|
(3)
|
(6)
|
$100,000.00(4)
|
$1,000.00(4)
|
X0,
X0, X0, X0,
XX0,
XX0, XX0,
X0,
X0, X0, XX0,
XX0,
XX0, X0, X0,
X0,
X0, XX0, XX0,
XX0
(1)
|
14
|
Class
Designation
|
Initial
Class Principal Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests
Represented(1)
|
|
Class
3-A-25
|
$31,013,143.00
|
(2)
|
$25,000.00
|
$1,000.00
|
PO1(1)
|
|
Class
3-A-26
|
$31,013,143.00
|
(7)
|
$25,000.00
|
$1,000.00
|
XX0,
X0, X0, X0,
X0,
XX0, XX0,
XX0,
X0, X0, X0,
XX0,
XX0, XX0,
X0,
X0, X0, X0,
XX0,
XX0, XX0 (1)
|
|
Class
3-A-27
|
$186,078,857.00
|
(8)
|
$25,000.00
|
$1,000.00
|
XX0,
X0, X0, X0,
XX0,
XX0, XX0,
X0,
X0, B3, BB1,
BB2,
BB3, C1, C2,
C3,
CC1, CC2, CC3
(1)
|
|
Class
3-A-28
|
(3)
|
(9)
|
$100,000.00(4)
|
$1,000.00(4)
|
PO2,
A4, X0, X0,
X0,
XX0, XX0,
XX0,
X0, X0, X0,
X0,
XX0, XX0, XX0
(1)
|
|
Class
3-A-29
|
$31,013,143.00
|
(10)
|
$25,000.00
|
$1,000.00
|
XX0,
X0, X0, X0,
XX0,
XX0, XX0,
X0,
X0, X0, XX0,
XX0,
XX0 (1)
|
|
Class
3-A-30
|
$186,078,857.00
|
(11)
|
$25,000.00
|
$1,000.00
|
XX0,
X0, X0, X0,
XX0,
XX0, XX0,
X0,
X0, B3, BB1,
BB2,
BB3, C1, C2,
C3,
CC1, CC2,
CC3,
D1, D2, D3,
DD1,
DD2, DD3 (1)
|
|
Class
3-A-31
|
(3)
|
(12)
|
$100,000.00(4)
|
$1,000.00(4)
|
X0,
X0, X0, X0, X0,
XX0,
XX0, XX0 (1)
|
|
Class
3-A-32
|
$31,013,143.00
|
(13)
|
$25,000.00
|
$1,000.00
|
XX0,
X0, X0, X0,
X0,
X0, XX0, XX0,
XX0
(1)
|
|
Class
3-A-33
|
$173,673,600.00
|
(14)
|
$25,000.00
|
$1,000.00
|
X0,
X0, X0, A4 (1)
|
|
Class
3-A-34
|
(3)
|
(15)
|
$100,000.00(4)
|
$1,000.00(4)
|
X0,
X0, X0, X0, X0,
X0,
X0, X0, X0, X0,
X0,
X0, X0 (1)
|
|
Class
3-A-35
|
$43,418,400.00
|
(2)
|
$25,000.00
|
$1,000.00
|
PO1,
PO2(1)
|
|
Class
3-A-36
|
$43,418,400.00
|
(16)
|
$25,000.00
|
$1,000.00
|
XX0,
XX0, XX0,
XX0,
XX0, X0, X0,
X0,
XX0, BB2,
BB3,
C1, C2, C3,
CC1,
CC2, CC3,
D1,
D2, D3, DD1,
|
15
|
Class
Designation
|
Initial
Class Principal Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests
Represented(1)
|
| XX0,
XX0, X0, X0,
X0,
X0, XX0, XX0,
XX0
(1)
|
|||||
|
Class
3-A-37
|
$217,092,000.00
|
5.75000%
|
$25,000.00
|
$1,000.00
|
XX0,
XX0, X0, X0,
XX0,
XX0, X0, X0,
BB1,
BB2, C1, C2,
CC1,
CC2, X0, X0,
XX0,
XX0, X0, X0,
XX0,
XX0 (1)
|
|
Class
3-A-38
|
(3)
|
6.00000%
|
$100,000.00(4)
|
$1,000.00(4)
|
X0,
X0, XX0, X0,
XX0,
X0, XX0, X0,
XX0,
X0, X0, XX0
(1)
|
|
Class
3-A-39
|
$217,092,000.00
|
5.50000%
|
$25,000.00
|
$1,000.00
|
XX0,
XX0, X0,
XX0,
X0, XX0, X0,
XX0,
X0, XX0, X0,
XX0
(1)
|
|
Class
3-A-40
|
(3)
|
6.00000%
|
$100,000.00(4)
|
$1,000.00(4)
|
X0,
X0, X0, XX0,
XX0,
X0, X0, BB2,
BB3,
C2, C3, CC2,
CC3,
X0, X0, XX0,
XX0,
X0, X0, X0, XX0,
XX0
(1)
|
|
Class
3-A-41
|
$108,546,000.00
|
5.75000%
|
$25,000.00
|
$1,000.00
|
50%
interest in
XX0,
XX0, X0, X0,
XX0,
XX0, X0, X0,
BB1,
BB2, C1, C2,
CC1,
CC2, X0, X0,
XX0,
XX0, X0, X0,
XX0,
XX0 (1)
|
|
Class
3-A-42
|
$108,546,000.00
|
6.25000%
|
$25,000.00
|
$1,000.00
|
50%
interest in
XX0,
XX0, X0, X0,
XX0,
XX0, X0, X0,
BB1,
BB2, C1, C2,
CC1,
CC2, X0, X0,
XX0,
XX0, X0, X0,
XX0,
XX0 and 100%
xx
X0, X0, XX0,
X0,
XX0, X0, XX0,
X0,
XX0, X0, X0,
XX0
(1)
|
|
Class
3-A-P
|
$5,589,268.00
|
(2)
|
$25,000.00
|
$1,000.00
|
Class
MR-3-A-P
|
|
Class
4-A-1
|
$76,936,000.00
|
(17)
|
$25,000.00
|
$1,000.00
|
Class
MR-4-A-3,
Class
MR-4-A-4,
Class
MR-4-A-5
|
16
|
Class
Designation
|
Initial
Class Principal Balance
|
Pass-Through
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
Classes
of Master REMIC Interests
Represented(1)
|
|
Class
4-A-2
|
(3)
|
(18)
|
$100,000.00(4)
|
$1,000.00(4)
|
Class
MR-4-A-2
|
|
Class
4-A-3
|
$73,859,000.00
|
(19)
|
$25,000.00
|
$1,000.00
|
Class
MR-4-A-3
|
|
Class
4-A-4
|
$3,077,000.00
|
(20)
|
$25,000.00
|
$1,000.00
|
Class
MR-4-A-4
|
|
Class
4-A-5
|
(3)
|
(21)
|
$100,000.00(4)
|
$1,000.00(4)
|
Class
MR-4-A-5
|
|
Class
4-A-X
|
(3)
|
7.50000%
|
$33,624.00(4)
|
N/A
|
Class
MR-4-A-X
|
|
Class A-R
(22)
|
$100.00
|
6.00000%
|
(23)
|
(23)
|
N/A
|
|
Class
B-1
|
$9,033,000.00
|
(24)
|
$25,000.00
|
$1,000.00
|
Class
MR-B-1
|
|
Class
B-2
|
$3,355,000.00
|
(24)
|
$25,000.00
|
$1,000.00
|
Class
MR-B-2
|
|
Class
B-3
|
$1,548,000.00
|
(24)
|
$25,000.00
|
$1,000.00
|
Class
MR-B-3
|
|
Class
B-4
|
$1,549,000.00
|
(24)
|
$100,000.00
|
$1,000.00
|
Class
MR-B-4
|
|
Class
B-5
|
$1,806,000.00
|
(24)
|
$100,000.00
|
$1,000.00
|
Class
MR-B-5
|
|
Class
B-6
|
$1,292,228.67
|
(24)
|
$100,000.00
|
$1,000.00
|
Class
MR-B-6
|
|
Class
P
|
$1,000.00
|
(25)
|
$1,000.00
|
N/A
|
Class
MR-P
|
__________________________________________
|
(1)
|
For
federal income tax purposes: (i) each Class of Certificates will
be
entitled to receive distributions of interest and principal and will
be
allocated Realized Losses in the same proportions as their corresponding
classes of Master REMIC Interests enumerated in the column titled
“Classes
of Master REMIC Interests Represented”, (ii) each of the Class 3-A-11,
3-A-12, 3-A-13, 3-A-14, 3-A-15, 3-A-16, 3-A-17, 3-A-18, 3-A-19, 3-A-20,
3-A-21 and 3-A-22 Certificates will represent the beneficical ownership
of
each of the related Master REMIC Interests described in Notes (2),
(3),
(4), (5) (6) or (7), as applicable to the chart of Master REMIC Interests
described above, and (iii) each of the Class of REMIC Interests set
forth
for each of the Class 3-A-23, 3-A-24, 3-A-25, 3-A-26, 3-A-27, 3-A-28,
3-A-29, 3-A-30, 3-A-31, 3-A-32, 3-A-33, 3-A-34, 3-A-35, 3-A-36, 3-A-37,
3-A-38, 3-A-39, 3-A-40, 3-A-41 and 3-A-42 Certificates refers to
the
related REMIC Interests described in Note (2) to the chart of Master
REMIC
Interests described above, or cross referenced in Notes (3), (4),
(5) (6)
and (7) to such chart of Master REMIC
Interests.
|
|
(2)
|
The
Class 1-A-P, Class 3-A-6, Class 3-A-25, Class 3-A-35 and Class 3-A-P
Certificates are principal only certificates and are not entitled
to
receive any distributions of
interest.
|
|
(3)
|
The
Class 2-A-X, Class 3-A-24, Class 3-A-28, Class 3-A-31, Class 3-A-34,
Class
3-A-38, Class 3-A-40, Class 4-A-2, Class 4-A-5 and Class 4-A-X
Certificates will be Notional Amount Certificates, will have no Class
Principal Balances and will bear interest on their respective initial
Notional Amounts (initially, $989,479, $186,078,857,
$186,078,857,$186,078,857, $173,673,600, $9,045,500, $18,091,000,
$76,936,000, $3,077,000 and $33,624,
respectively).
|
|
(4)
|
Minimum
denomination is based on the Notional Amount of such
Class.
|
|
(5)
|
The
Pass-Through Rate for the Class 3-A-23 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.50000%, subject to a maximum
per annum rate of 7.00000% and a
|
17
|
|
minimum
rate of 0.50000%. The pass-through rate for the Class 3-A-23
Certificates for the first distribution date will be a per annum
rate
of 5.82000%.
|
|
(6)
|
The
Pass-Through Rate for the Class 3-A-24 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to 6.50000% minus one-month LIBOR, subject to a maximum per
annum
rate of 6.50000% and a minimum rate of 0.00000%. The
Pass-Through Rate for the Class 3-A-24 Certificates for the first
Distribution Date will be a per annum rate
of 1.18000%.
|
|
(7)
|
The
Pass-Through Rate for the Class 3-A-26 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to (0) 00.00000% minus (2) the product of 6 and one-month LIBOR,
subject to a maximum per annum rate of 39.00000% and a minimum rate
of
0.00000%. The Pass-Through Rate for the Class 3-A-26
Certificates for the first Distribution Date will be a per annum
rate
of 7.08000%.
|
|
(8)
|
The
Pass-Through Rate for the Class 3-A-27 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.55000%, subject to a maximum
per annum rate of 7.00000% and a minimum rate of 0.55000%. The
Pass-Through Rate for the Class 3-A-27 Certificates for the first
Distribution Date will be a per annum rate
of 5.87000%.
|
|
(9)
|
The
Pass-Through Rate for the Class 3-A-28 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to 6.45000% minus one-month LIBOR, subject to a maximum per
annum
rate of 6.45000% and a minimum rate of 0.00000%. The
Pass-Through Rate for the Class 3-A-28 Certificates for the first
Distribution Date will be a per annum rate
of 1.13000%.
|
|
(10)
|
The
Pass-Through Rate for the Class 3-A-29 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to (0) 00.00000% minus (2) the product of 6 and one-month LIBOR,
subject to a maximum per annum rate of 38.70000% and a minimum rate
of
0.00000%. The Pass-Through Rate for the Class 3-A-29
Certificates for the first Distribution Date will be a per annum
rate
of 6.78000%.
|
|
(11)
|
The
Pass-Through Rate for the Class 3-A-30 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.60000%, subject to a maximum
per annum rate of 7.00000% and a minimum rate of 0.60000%. The
Pass-Through Rate for the Class 3-A-30 Certificates for the first
Distribution Date will be a per annum rate
of 5.92000%.
|
|
(12)
|
The
Pass-Through Rate for the Class 3-A-31 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to 6.40000% minus one-month LIBOR, subject to a maximum per
annum
rate of 6.40000% and a minimum rate of 0.00000%. The
Pass-Through Rate for the Class 3-A-31 Certificates for the first
Distribution Date will be a per annum rate
of 1.08000%.
|
|
(13)
|
The
Pass-Through Rate for the Class 3-A-32 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to (0) 00.00000% minus (2) the product of 6 and one-month LIBOR,
subject to a maximum per annum rate of 38.40000% and a minimum rate
of
0.00000%. The Pass-Through Rate for the Class 3-A-32 Certificates
for the
first Distribution Date will be a per annum rate
of 6.48000%.
|
18
|
(14)
|
The
Pass-Through Rate for the Class 3-A-33 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.40000%, subject to a maximum
per annum rate of 7.50000% and a minimum rate of 0.40000%. The
Pass-Through Rate for the Class 3-A-33 Certificates for the first
Distribution Date will be a per annum rate
of 5.72000%.
|
|
(15)
|
The
Pass-Through Rate for the Class 3-A-34 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to 7.10000% minus one-month LIBOR, subject to a maximum per
annum
rate of 7.10000% and a minimum rate of 0.00000%. The
Pass-Through Rate for the Class 3-A-34 Certificates for the first
Distribution Date will be a per annum rate
of 1.78000%.
|
|
(16)
|
The
Pass-Through Rate for the Class 3-A-36 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to (0) 00.00000% minus (2) the product of 4 and one-month LIBOR,
subject to a maximum per annum rate of 28.40000% and a minimum rate
of
0.00000%. The Pass-Through Rate for the Class 3-A-36
Certificates for the first Distribution Date will be a per annum
rate
of 7.12000%.
|
|
(17)
|
The
Pass-Through Rate for the Class 4-A-1 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.40000%, subject to a maximum
per annum rate of 7.50000% and a minimum rate of 0.40000%. The
Pass-Through Rate for the Class 4-A-1 Certificates for the first
Distribution Date will be a per annum rate
of 5.72000%.
|
|
(18)
|
The
pass-through rate for the Class 4-A-2 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to 7.10000% minus one-month LIBOR, subject to a maximum per
annum
rate of 7.10000% and a minimum rate of 0.00000%. The
pass-through rate for the Class 4-A-2 Certificates for the first
Distribution Date will be a per annum rate
of 1.78000%.
|
|
(19)
|
The
pass-through rate for the Class 4-A-3 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.39000%, subject to a maximum
per annum rate of 7.50000% and a minimum rate of 0.39000%. The
pass-through rate for the Class 4-A-3 Certificates for the first
Distribution Date will be a per annum rate
of 5.71000%.
|
|
(20)
|
The
pass-through rate for the Class 4-A-4 Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of one-month LIBOR plus 0.64000%, subject to a maximum
per annum rate of 7.50000% and a minimum rate of 0. 64000%. The
pass-through rate for the Class 4-A-4 Certificates for the first
Distribution Date will be a per annum rate
of 5.96000%.
|
|
(21)
|
The
pass-through rate for the Class 4-A-5 Certificates for the Interest
Accrual Period related to any Distribution Date (a) on which one-month
LIBOR is less than or equal to 7.10000% per annum will be a per annum
rate
equal to the excess, if any, of one-month LIBOR over 6.86000%, and
(b) on
which one-month LIBOR is greater than 7.10000% per annum will be
a per
annum rate equal to the product of (1) 24 and (2) 7.11000% minus
one-month
LIBOR, in each case, subject to a maximum per annum rate of 0.24000%
and a
minimum rate of 0.00000%. The pass-through rate for the Class
4-A-5 Certificates for the first Distribution Date will be a per
annum
rate of 0.00000%.
|
19
|
(22)
|
The
Class A-R Certificates represent the sole Class of residual interest
in
each REMIC.
|
|
(23)
|
The
Class A-R Certificate shall be issued as two separate certificates,
one with an initial Certificate Balance of $99.99 and the Tax Matters
Person Certificate with an initial Certificate Balance of
$0.01.
|
|
(24)
|
The
Pass-Through Rate for the Subordinated Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the sum of: (1) 5.50000% multiplied by the excess of the
aggregate Stated Principal Balance of the Collateral Allocation Group
1
Mortgage Loans as of the Due Date in the month preceding the month
of that
Distribution Date (after giving effect to prepayments received in
the
Prepayment Period related to such prior Due Date) over the aggregate
Class
Principal Balance of the Group 1 Senior Certificates immediately
prior to
that Distribution Date, (2) 6.00000% multiplied by the excess of
the
aggregate Stated Principal Balance of the Collateral Allocation Group
2
Mortgage Loans as of the Due Date in the month preceding the month
of that
Distribution Date (after giving effect to prepayments received in
the
Prepayment Period related to such prior Due Date) over the aggregate
Class
Principal Balance of the Group 2 Senior Certificates immediately
prior to
that Distribution Date, (3) 6.00000% multiplied by the excess of
the
aggregate Stated Principal Balance of the Collateral Allocation Group
3
Mortgage Loans as of the Due Date in the month preceding the month
of that
Distribution Date (after giving effect to prepayments received in
the
Prepayment Period related to such prior Due Date) over the aggregate
Class
Principal Balance of the Group 3 Senior Certificates immediately
prior to
that Distribution Date, and (4) 7.50000% multiplied by the excess
of the
aggregate Stated Principal Balance of the Collateral Allocation Group
4
Mortgage Loans as of the Due Date in the month preceding the month
of that
Distribution Date (after giving effect to prepayments received in
the
Prepayment Period related to such prior Due Date) over the aggregate
Class
Principal Balance of the Group 4 Senior Certificates immediately
prior to
that Distribution Date; divided by the aggregate of the Class Principal
Balances of the Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and
Class B-6 Certificates immediately prior to that Distribution
Date. The pass-through rate for the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates for the first
Distribution Date will be a per annum rate of
6.21231%.
|
|
(25)
|
The
Class P Certificates will not be entitled to any interest, but will
be
entitled to 100% of any prepayment premiums paid on the Mortgage
Loans. For the federal income tax purposes, the Class P
Certificates will be entitled to 100% of the monies distributed in
respect
of the Class 1-P Interest.
|
The
foregoing provisions in the Preliminary Statement are intended to cause net
interest and principal collections in respect of the Mortgage Loans to be
distributed from REMIC 1 to the Master REMIC and from the Master REMIC to each
Class of Certificates. The Preliminary Statement will be interpreted
and applied consistently with such intent.
For
any
purpose for which the Pass-Through Rate is calculated, the interest rate on
the
Mortgage Loans shall be appropriately adjusted to account for the difference
between the monthly day count convention of the Mortgage Loans and the monthly
day count convention of the regular interests issued by each of the
REMICs. For purposes of calculating the Pass-Through Rates for each
of the interests issued by each REMIC other than the Master REMIC
20
such
rates shall be adjusted to equal a monthly day count convention based on a
30
day month for each Due Period and a 360-day year so that the Mortgage Loans
and
all regular interests will be using the same monthly day count
convention.
The
fiscal year of each REMIC will end on December 31.
21
Set
forth
below are designations of Classes or Components of Certificates and other
defined terms to the categories used herein:
|
Accretion
Directed Certificates
|
Class
3-A-4, Class 3-A-7 and Class 3-A-17 Certificates.
|
|
Accretion
Directed Components
|
None.
|
|
Accrual
Certificates
|
Class
3-A-5, Class 3-A-8 and Class 3-A-18 Certificates.
|
|
Accrual
Components
|
None.
|
|
Book-Entry
Certificates
|
All
Classes of Certificates other than the Definitive
Certificates.
|
|
Class
A
Certificates
|
All
of the Senior Certificates other than the Class A-R
Certificates
|
|
Class
B
Certificates
|
Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates.
|
|
Class
M
Certificates
|
None.
|
|
Class
M Senior
Certificates
|
None.
|
|
Component
Certificates
|
None.
|
|
Components
|
For
purposes of calculating distributions of principal and/or interest,
the
Component Certificates, if any, will be comprised of multiple payment
components having the designations, Initial Component Balances or
Notional
Amounts, as applicable, and Pass-Through Rates set forth
below:
|
|
Destination
|
Initial
Component Principal Balance
|
Pass-Through
Rate
|
|
|
N/A
|
N/A
|
N/A
|
|
Definitive
Certificates
|
Private
Certificates and the Residual Certificates.
|
|
Delay
Certificates
|
All
interest-bearing Classes of Certificates other than the Non-Delay
Certificates, if any.
|
|
Depositable
Certificates
|
Class
1-A-1, Class 2-A-1, Class
3-A-7, Class 3-A-8, Class 3-A-11, Class 3-A-12, Class 3-A-13, Class
3-A-16, Class 3-A-17, Class 3-A-18 and Class 4-A-1
Certificates.
|
|
ERISA-Restricted
Certificates
|
The
Residual Certificates and Private Certificates; and any Certificate
of a
Class that ceases to satisfy the applicable rating requirement under
the Underwriter’s Exemption.
|
|
Exchangeable
Certificates
|
Class
1-A-2, Class 1-A-3, Class 2-A-2, Class 2-A-3, Class 3-A-9, Class
3-A-14,
Class 3-A-15, Class 3-A-19, Class 3-A-20, Class 3-A-21, Class 3-A-22,
Class 3-A-23, Class 3-A-24, Class 3-A-25, Class 3-A-26, Class 3-A-27,
Class
|
| 3-A-28, Class 3-A-29, Class 3-A-30, Class 3-A-31, Class 3-A-32, Class 3-A-33, Class 3-A-34, Class 3-A-35, Class 3-A-36, Class 3-A-37, Class 3-A-38, Class 3-A-39, Class 3-A-40, Class 3-A-41, Class 3-A-42, Class 4-A-3, Class 4-A-4 and Class 4-A-5 Certificates. | |
|
Floating
Rate
Certificates
|
Class
3-A-23, Class 3-A-27, Class 3-A-30, Class 3-A-33, Class 4-A-1, Class
4-A-3
and Class 4-A-4 Certificates.
|
|
Group
1
Certificates
|
Group
1 Senior Certificates and the portions of the Subordinated Certificates
related to Collateral Allocation Group 1.
|
|
Group
1 Senior
Certificates
|
Class
1-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-P
Certificates.
|
|
Group
2
Certificates
|
Group
2 Senior Certificates and the portions of the Subordinated Certificates
related to Collateral Allocation Group 2.
|
|
Group
2 Senior
Certificates
|
Class
2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-X
Certificates.
|
|
Group
3
Certificates
|
Group
3 Senior Certificates and the portions of the Subordinated Certificates
related to Collateral Allocation Group 3.
|
|
Group
3 Senior
Certificates
|
Class
3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4, Class 3-A-5, Class
3-A-6,
Class 3-A-7, Class 3-A-8, Class 3-A-9, Class 3-A-10, Class 3-A-11,
Class
3-A-12, Class 3-A-13, Class 3-A-14, Class 3-A-15, Class 3-A-16, Class
3-A-17, Class 3-A-18, Class 3-A-19, Class 3-A-20, Class 3-A-21, Class
3-A-22, Class 3-A-23, Class 3-A-24, Class 3-A-25, Class 3-A-26, Class
3-A-27, Class 3-A-28, Class 3-A-29, Class 3-A-30, Class 3-A-31, Class
3-A-32, Class 3-A-33, Class 3-A-34, Class 3-A-35, Class 3-A-36, Class
3-A-37, Class 3-A-38, Class 3-A-39, Class 3-A-40, Class 3-A-41, Class
3-A-42, Class 3-A-P and Class A-R Certificates.
|
|
Group
4
Certificates
|
Group
4 Senior Certificates and the portions of the Subordinated Certificates
related to Collateral Allocation Group 4.
|
|
Group
4 LIBOR Certificates
|
Class
4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4 and Class 4-A-5
Certificates.
|
|
Group
4 Senior
Certificates
|
Class
4-A-1, Class 4-A-2, Class 4-A-3, Class 4-A-4, Class 4-A-5 and Class
4-A-X
Certificates.
|
|
Inverse
Floating Rate Certificates
|
Class
3-A-24, Class 3-A-26, Class 3-A-28, Class 3-A-29,
|
2
| Class 3-A-31, Class 3-A-32, Class 3-A-34, Class 3-A-36, Class 4-A-2 and Class 4-A-5 Certificates. | |
|
LIBOR
Certificates
|
Floating
Rate Certificates and Inverse Floating Rate
Certificates.
|
|
Non-Delay
Certificates
|
The
LIBOR Certificates.
|
|
Notional
Amount Certificates
|
Class
2-A-X, Class 3-A-24, Class 3-A-28, Class 3-A-31, Class 3-A-34, Class
3-A-38, Class 3-A-40, Class 4-A-2, Class 4-A-5 and Class 4-A-X
Certificates.
|
|
Notional
Amount Components
|
None.
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private
Certificates.
|
|
Planned
Principal
Classes
|
Class
3-A-3 Certificates.
|
|
Principal
Only
Certificates
|
Class
1-A-P, Class 3-A-6, Class 3-A-25, Class 3-A-35 and Class 3-A-P
Certificates.
|
|
Private
Certificates
|
Class
B-4, Class B-5, Class B-6 and Class P Certificates.
|
|
Rating
Agencies
|
S&P
and Fitch.
|
|
Regular
Certificates
|
All
Classes of Certificates, other than the Residual
Certificates.
|
|
Residual
Certificates
|
Class A-R
Certificates.
|
|
Scheduled
Principal Classes
|
None.
|
|
Senior
Certificate
Group
|
The
Group 1 Senior Certificates, Group 2 Senior Certificates, Group 3
Senior
Certificates and Group 4 Senior Certificates, as
applicable.
|
|
Senior
Certificates
|
Collectively,
the Group 1 Senior Certificates, Group 2 Senior Certificates, Group
3
Senior Certificates and Group 4 Senior Certificates.
|
|
Subordinated
Certificates
|
Class
B Certificates.
|
|
Targeted
Principal
Classes
|
Class
3-A-4 Certificates.
|
|
Underwriter
|
Xxxxxx
Xxxxxxx & Co. Incorporated.
|
With
respect to any of the foregoing designations as to which the corresponding
reference is “None,” all defined terms and provisions herein relating solely to
such designations shall be of no force or effect, and any calculations herein
incorporating references to such designations shall be interpreted without
reference to such designations and amounts. Defined terms and
provisions herein relating to statistical rating agencies not designated above
as Rating Agencies shall be of no force or effect.
3
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
The
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
A-P
Formula Principal Amount: As to any Distribution Date and any
Class of Class A-P Certificates, the sum of (i) the sum of the applicable A-P
Percentage of (a) the principal portion of each Scheduled Payment (without
giving effect, prior to the Bankruptcy Coverage Termination Date, to any
reductions thereof caused by any Debt Service Reductions or Deficient
Valuations) due on the Applicable Fraction of each Mortgage Loan in the related
Collateral Allocation Group on the related Due Date, (b) the Stated Principal
Balance of the Applicable Fraction of each Mortgage Loan in the related
Collateral Allocation Group that was repurchased by the Seller, the Depositor,
or the related Originator or purchased by the Master Servicer pursuant to this
Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount
in connection with any the Applicable Fraction of Deleted Mortgage Loan in
the
related Collateral Allocation Group received with respect to such Distribution
Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries
of principal of the Applicable Fraction of Mortgage Loans in the related
Collateral Allocation Group that are not yet Liquidated Mortgage Loans received
during the calendar month preceding the month of such Distribution Date, (e)
with respect to the Applicable Fraction of each Mortgage Loan in the related
Collateral Allocation Group that became a Liquidated Mortgage Loan during the
calendar month preceding the month of such Distribution Date, the amount of
Liquidation Proceeds allocable to principal received with respect to such
Mortgage Loan allocable to that Collateral Allocation Group during the calendar
month preceding the month of such Distribution Date with respect to such
Mortgage Loan and, if such Liquidated Mortgage Loan is an Additional Collateral
Mortgage Loan, the principal portion of the proceeds of any Additional
Collateral allocated to the Collateral Allocation Group and (f) the Applicable
Fraction of all Principal Prepayments with respect to the Mortgage Loans in
the
related Collateral Allocation Group received during the related Prepayment
Period, and (ii) with respect to Subsequent Recoveries attributable to the
Applicable Fraction of a Discount Mortgage Loan in the related Collateral
Allocation Group which incurred (1) an Excess Loss or (2) a Realized Loss after
the Senior Credit Support Depletion Date, the A-P Percentage of the Applicable
Fraction of any Subsequent Recoveries on the Mortgage Loans related to such
Collateral Allocation Group received during the calendar month preceding the
month of such Distribution Date.
A-P
Percentage: As to any Discount Mortgage Loan or Applicable
Fraction thereof in Collateral Allocation Group 1 or Collateral Allocation
Group
3, a fraction (expressed as a percentage) the numerator of which is the excess
of the Required Coupon for such Collateral Allocation Group over the Net
Mortgage Rate of such Discount Mortgage Loan and the denominator of which is
such Required Coupon. As to any Non-Discount Mortgage Loan or
Applicable Fraction thereof in Collateral Allocation Group 1 or Collateral
Allocation Group 3 and as to any Mortgage Loan or Applicable Fraction thereof
in
Collateral Allocation Group 2 or Collateral Allocation Group 4, 0%.
4
Accountant: A
Person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or
affiliated with the Depositor or an Affiliate of the Depositor.
Accretion
Directed Certificates: As specified in the Preliminary
Statement.
Accretion
Direction Rule: With respect to the Class 3-A-5, Class 3-A-8 and
Class 3-A-18 Certificates, the Class 3-A-5 Accretion Direction Rule, Class
3-A-8
Accretion Direction Rule and Class 3-A-18 Accretion Direction Rule,
respectively.
Accrual
Amount: With respect to any Class of Accrual Certificates or any
Accrual Component and any Distribution Date, the amount allocable to interest
on
such Class of Accrual Certificates or Accrual Component with respect to such
Distribution Date pursuant to Section 5.02(a)(1)(iii), 5.02(a)(2)(iii),
5.02(a)(3)(iii) or 5.02(a)(4)(iii),as applicable.
Accrual
Certificates: As specified in the Preliminary
Statement.
Accrual
Components: As specified in the Preliminary
Statement.
Accrual
Termination Date: The Senior Credit Support Depletion
Date.
Acknowledgements: The
Assignment, Assumption and Recognition Agreements, each dated as of July 1,
2007, assigning rights under the Purchase and Servicing Agreements from the
Seller to the Depositor and from the Depositor to the Trustee, for the benefit
of the Certificateholders.
Act: The
Securities Act of 1933, as amended.
Additional
Collateral: With respect to any Additional Collateral Mortgage
Loan, the marketable securities and other acceptable collateral pledged as
collateral pursuant to the related pledge agreements.
Additional
Collateral Mortgage Loan: Each Mortgage Loan identified as such
in the Mortgage Loan Schedule.
Additional
Form 10-D Disclosure: As defined in Section 12.02 hereof.
Additional
Form 10-K Disclosure: As defined in Section 12.04 hereof.
Additional
Servicer: Each affiliate of each Servicer that services any of
the Mortgage Loans and each Person who is not an affiliate of the any Servicer,
who services 10% or more of the Mortgage Loans. For clarification
purposes, the Master Servicer and the Securities Administrator are Additional
Servicers.
Adjustment
Date: Not Applicable.
Advance: With
respect to a Mortgage Loan, the payments required to be made by the Master
Servicer or the applicable Servicer with respect to any Distribution Date
pursuant to this
5
Agreement
or the applicable Purchase and Servicing Agreement, as applicable, the amount
of
any such payment being equal to the aggregate of the payments of principal
and
interest (net of the applicable Servicing Fee and net of any net income in
the
case of any REO Property) on the Mortgage Loans that were due on the related
Due
Date and not received as of the close of business on the related Determination
Date, less the aggregate amount of any such delinquent payments that the Master
Servicer or the applicable Servicer has determined would constitute
Nonrecoverable Advances if advanced.
Adverse
REMIC Event: Either (i) loss of status as a REMIC, within
the meaning of Section 860D of the Code, for any group of assets identified
as a REMIC in the Preliminary Statement to this Agreement, or
(ii) imposition of any tax, including the tax imposed under
Section 860F(a)(1) on prohibited transactions, and the tax imposed under
Section 860G(d) on certain contributions to a REMIC, on any REMIC created
hereunder to the extent such tax would be payable from assets held as part
of
the Trust Fund.
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.
Aggregate
Denomination: With respect to any date of determination and Class
or Classes Certificates, the aggregate of the denominations of the Outstanding
Certificates of such Class or Classes on such date.
Aggregate
Expense Rate: With respect to any Mortgage Loan, the applicable
Servicing Fee Rate and, with respect to any LPMI Mortgage Loan, the interest
premium charged by the mortgagee to obtain or maintain any Primary Mortgage
Insurance Policy.
Aggregate
Planned Balance: With respect to any group of Planned Principal
Classes or Components and any Distribution Date, the amount set forth for such
group for such Distribution Date in Schedule B hereto.
Aggregate
Targeted Balance: With respect to any group of Targeted Principal
Classes or Components and any Distribution Date, the amount set forth for such
group for such Distribution Date in Schedule B hereto.
Aggregate
Voting Interests: The aggregate of the Voting Interests of all
the Certificates under this Agreement.
Agreement: This
Pooling and Servicing Agreement and all amendments or supplements
hereto.
Allocable
Share: As to any Distribution Date and any Mortgage Loan (i) with
respect to Principal Only Certificates, zero, (ii) with respect to the Class
2-A-X and Class 4-A-X Certificates, (a) the ratio that the excess, if any,
of
the Net Mortgage Rate with respect to such Mortgage Loan or the Applicable
Fraction thereof, over the related Required Coupon bears to
6
such
Net
Mortgage Rate or (b) if the Net Mortgage Rate with respect to such Mortgage
Loan
or the Applicable Fraction thereof does not exceed the related Required Coupon,
zero, (iii) with respect to each other Class of Group 1, Group 2, Group 3 or
Group 4 Certificates the product of (a) the lesser of (I) the ratio that the
related Required Coupon bears to the Net Mortgage Rate of such Mortgage
Loan or the Applicable Fraction thereof and (II) one, multiplied by
(b) the ratio that the amount calculated with respect to such Distribution
Date
(A) with respect to the Senior Certificates of the related Senior Certificate
Group, pursuant to clause (i) of the definition of Class Optimal Interest
Distribution Amount (without giving effect to any reduction of such amount
pursuant to Section 5.02 (d)) and (B) with respect to the Subordinated
Certificates, pursuant to the definition of Assumed Interest Amount or after
the
third Senior Termination Date, pursuant to clause (i) of the definition of
Class
Optimal Interest Distribution Amount (without giving effect to any reduction
of
such amount pursuant to Section 5.02(d)) bears to the amount calculated with
respect to such Distribution Date for each Class of Certificates pursuant to
clause (i) of the definition of Class Optimal Interest Distribution Amount
(without giving effect to any reduction of such amount pursuant to Section
5.02(d)) or the definition of Assumed Interest Amount for such Collateral
Allocation Group and Class, as applicable and (iv) with respect to any other
Class of Certificates, the ratio that the amount calculated with respect to
such
Distribution Date (A) with respect to the Senior Certificates of the related
Senior Certificate Group, pursuant to clause (i) of the definition of Class
Optimal Interest Distribution Amount (without giving effect to any reduction
of
such amount pursuant to Section 5.02 (d)) and (B) with respect to the
Subordinated Certificates, pursuant to the definition of Assumed Interest Amount
or after the third Senior Termination Date, pursuant to clause (i) of the
definition of Class Optimal Interest Distribution Amount (without giving effect
to any reduction of such amount pursuant to Section 5.02(d)) bears to the amount
calculated with respect to such Distribution Date for each Class of Certificates
pursuant to clause (i) of the definition of Class Optimal Interest Distribution
Amount (without giving effect to any reduction of such amount pursuant to
Section 5.02(d)) or the definition of Assumed Interest Amount for such
Collateral Allocation Group and Class, as applicable.
Allocation
Ratio: With respect to each Class of Exchangeable Certificates, a
fraction, the numerator of which is equal to the Aggregate Denomination of
such
Class of Exchangeable Certificates at the close of business on the related
Record Date and the denominator of which is the Initial Authorized Determination
with respect to such Exchangeable Certificates.
Amount
Available for Senior Principal: As to any Distribution Date and
(a) Collateral Allocation Group 1, Available Funds for such Distribution Date
and Collateral Allocation Group, reduced by the aggregate amount distributable
(or allocable to the Accrual Amount, if applicable) on such Distribution Date
in
respect of interest on the related Senior Certificates pursuant to Section
5.02(a)(1)(ii), (b) Collateral Allocation Group 2, Available Funds for such
Distribution Date and Collateral Allocation Group, reduced by the aggregate
amount distributable (or allocable to the Accrual Amount, if applicable) on
such
Distribution Date in respect of interest on the related Senior Certificates
pursuant to Section 5.02(a)(2)(ii), (c) Collateral Allocation Group 3, Available
Funds for such Distribution Date and Collateral Allocation Group, reduced by
the
aggregate amount distributable (or allocable to the Accrual Amount, if
applicable) on such Distribution Date in respect of interest on the related
Senior Certificates pursuant to Section 5.02(a)(3)(ii) or (d) Collateral
Allocation Group 4, Available Funds for such Distribution Date and Collateral
Allocation Group, reduced by the aggregate
7
amount
distributable (or allocable to the Accrual Amount, if applicable) on such
Distribution Date in respect of interest on the related Senior Certificates
pursuant to Section 5.02(a)(4)(ii).
Amount
Held for Future Distribution: As to any Distribution Date and
Mortgage Loans related to a Collateral Allocation Group, the aggregate amount
held in the Custodial Accounts at the close of business on the related
Determination Date on account of (i) Principal Prepayments received after the
related Prepayment Period and Liquidation Proceeds and Subsequent Recoveries
received in the month of such Distribution Date relating to such Collateral
Allocation Group and (ii) all Scheduled Payments due after the related Due
Date
relating to such Collateral Allocation Group.
Applicable
Credit Support Percentage: As defined in Section
5.02(e).
Applied
Loss Amount: Not Applicable.
Applicable
Fraction: With respect to (a) any Mortgage Loan related to any
Collateral Allocation Group, the percentage for such Mortgage Loan and
Collateral Allocation Group set forth on the Mortgage Loan Schedule but
generally calculated as follows:
The
Applicable Fraction of each Mortgage Loan in Loan Group 1 that is allocated
to
Collateral Allocation Group 1 and Collateral Allocation Group 2 is as
follows:
|
Loan
Group 1
|
|||
|
Net
Mortgage Rate
of
the Mortgage Loan
|
Collateral
Allocation Group 1
|
Collateral
Allocation
Group
2
|
|
|
less
than or equal to
5.50%
|
100.00%
|
0.00%
|
|
|
Greater
than 5.50% and less than 6.00%
|
6.00%
- Net Mortgage Rate
|
100.00%
-
|
6.00%
- Net Mortgage Rate
|
|
0.50%
|
0.50%
|
||
|
6.00%
and
above
|
0.00%
|
100.00%
|
|
8
The
Applicable Fraction of each Mortgage Loan in Loan Group 2 that is allocated
to
Collateral Allocation Group 3 and Collateral Allocation Group 4 is as
follows:
|
Loan
Group 2
|
|||
|
Net
Mortgage Rate
of
the Mortgage Loan
|
Collateral
Allocation Group 3
|
Collateral
Allocation
Group
4
|
|
|
less
than or equal to
6.00%
|
100.00%
|
0.00%
|
|
|
Greater
than 6.00% and less than 7.50%
|
7.50%
- Net Mortgage Rate
|
100.00%
-
|
7.50%
- Net Mortgage Rate
|
|
1.50%
|
1.50%
|
||
|
7.50%
and
above
|
0.00%
|
100.00%
|
|
Appraised
Value: With respect to any Mortgage Loan, the Appraised Value of
the related Mortgaged Property shall be: (i) with respect to a Mortgage
Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of
the Mortgaged Property based upon the appraisal made at the time of the
origination of such Mortgage Loan and (b) the sales price of the Mortgaged
Property at the time of the origination of such Mortgage Loan; and
(ii) with respect to a Refinancing Mortgage Loan, the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Refinancing Mortgage Loan.
Assets: Not
Applicable.
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 Trustee, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the
same
jurisdiction, if permitted by law; provided, however, that the
Trustee shall not be responsible for determining whether any such assignment
is
in recordable form or sufficient under the laws of the applicable jurisdiction
to reflect the sale of the Mortgage to the Trustee.
Assignment
of Proprietary Lease: With respect to a Cooperative Loan, an
assignment of the Proprietary Lease sufficient under the laws of the
jurisdiction wherein the related Cooperative Unit is located to reflect the
assignment of such Proprietary Lease; provided, however, that
the Trustee shall not be responsible for determining whether such assignment
is
sufficient to reflect the assignment of the Proprietary Lease.
9
Assignment
of Recognition Agreement: With respect to a Cooperative Loan, an
assignment of the Recognition Agreement sufficient under the laws of the
jurisdiction wherein the related Cooperative Unit is located to reflect the
assignment of such Recognition Agreement; provided, however,
that the Trustee shall not be responsible for determining whether such
assignment is sufficient to reflect the assignment of the Recognition
Agreement.
Assumed
Balance: With respect to any Distribution Date, Class of Subordinated
Certificates and Collateral Allocation Group, each such Class’ pro rata interest
(based on their respective Class Principal Balances) in such Collateral
Allocation Group equal to the product of the Subordinated Percentage for such
Collateral Allocation Group as of such Distribution Date and the aggregate
of
the applicable Non-A-P Percentage of the Stated Principal Balance of each
Mortgage Loan or Applicable Fraction thereof in such Collateral Allocation
Group
as of the Due Date occurring in the month preceding the month of such
Distribution Date (after giving effect to Principal Prepayments received in
the
related Prepayment Period).
Assumed
Interest Amount: With respect to any Distribution Date and Class
of Subordinated Certificates, one month’s interest accrued during the related
Interest Accrual Period at the Pass-Through Rate for such Class on the
applicable Assumed Balance immediately prior to that Distribution
Date.
Auction: Not
Applicable.
Auction
Administrator: Not Applicable.
Auction
Date: Not Applicable.
Auction
Excess Proceeds: Not Applicable.
Auction
Purchaser: Not Applicable.
Auction
Sale: Not Applicable.
Authenticating
Agent: Any authenticating agent appointed pursuant to
Section 6.10 until any successor authenticating agent for the Certificates
is named, and thereafter “Authenticating Agent” shall mean any such
successor. The initial Authenticating Agent shall be the Securities
Administrator under this Agreement.
Authorized
Officer: Any Person who may execute an Officer’s Certificate on
behalf of the Depositor.
Available
Distribution Amount: Not Applicable.
Available
Funds: As to any Distribution Date and the Mortgage Loans or
Applicable Fractions thereof in a Collateral Allocation Group, the sum,
for that Collateral Allocation Group, of (a) the aggregate amount
held in the Custodial Accounts at the close of business on the related
Determination Date, including any Subsequent Recoveries, in respect of such
Mortgage Loans in the related Loan Group in proportion to the Applicable
Fraction of those Mortgage Loans in that Collateral Allocation Group net of
(i)
the Amount Held for Future Distribution, (ii) amounts
10
permitted
to be withdrawn from the Custodial Accounts pursuant to Section 4.02(a) in
respect of such Mortgage Loans or Applicable Fractions thereof and (iii) amounts
permitted to be withdrawn from the Distribution Account pursuant to clauses
(i)–(v) inclusive of Section 4.02(b), in each case in the related Loan Group in
proportion to the Applicable Fraction of those Mortgage Loans in that Collateral
Allocation Group, (b) the amount of all related Advances made by the Servicers
and the Master Servicer and all Compensating Interest Payments or payments
made
in respect of Prepayment Interest Shortfalls paid by the Servicers and the
Master Servicer, in each case, in respect of such Mortgage Loans in the related
Loan Group in proportion to the Applicable Fraction of those Mortgage Loans
in
that Collateral Allocation Group, (c) in connection with Defective Mortgage
Loans in the related Loan Group, as applicable, the aggregate of the Purchase
Prices and Substitution Adjustment Amounts, in each case, in proportion to
the
Applicable Fraction of those Mortgage Loans in that Collateral Allocation Group
deposited on the related Distribution Account Deposit Date minus (d)
all related fees, charges and other amounts payable or reimbursable to the
Master Servicer, the Securities Administrator, any Custodian or the Trustee
under this Agreement or the related Custodial Agreement or to the Servicers
under the Purchase and Servicing Agreements, or, if any amounts are not
specifically related to the Mortgage Loans or Applicable Fractions thereof
in
that Collateral Allocation Group or the related Certificate Group, then the
applicable Collateral Allocation Group Percentage for such Collateral Allocation
Group for such Distribution Date of such amounts. The Holders of the
Class P Certificates will be entitled to all Prepayment Penalties received
on
the Mortgage Loans and such amounts will not be available for distribution
to
the Holders of any other Class of Certificates.
Balloon
Loan: Any Mortgage Loan which, by its terms, does not fully amortize the
principal balance thereof by its stated maturity and thus requires a payment
at
the stated maturity larger than the monthly payments due
thereunder.
Bankruptcy: As
to any Person, the making of an assignment for the benefit of creditors, the
filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or
insolvent, the entry of an order for relief in a bankruptcy or insolvency
proceeding, the seeking of reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief, or seeking, consenting
to or acquiescing in the appointment of a trustee, receiver or liquidator,
dissolution, or termination, as the case may be, of such Person pursuant to
the
provisions of either the Bankruptcy Code or any other similar state
laws.
Bankruptcy
Code: The United States Bankruptcy Code of 1986, as
amended.
Bankruptcy
Coverage Termination Date: The point in time at which the
Bankruptcy Loss Coverage Amount is reduced to zero.
Bankruptcy
Loss: With respect to any Mortgage Loan, a Deficient Valuation or
Debt Service Reduction reported to the Master Servicer by the related Servicer;
provided, however, that a Bankruptcy Loss shall not be deemed a Bankruptcy
Loss
hereunder so long as the related Servicer has notified the Master Servicer
in
writing that the related Servicer is diligently pursuing any remedies that
may
exist in connection with the related Mortgage Loan and either (A) the related
Mortgage Loan is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related Mortgage Loan
and any related
11
escrow
payments in respect of such Mortgage Loan are being advanced on a current basis
by the Master Servicer or the related Servicer, in either case without giving
effect to any Debt Service Reduction or Deficient Valuation, as reported by
the
related Servicer to the Master Servicer.
Bankruptcy
Loss Coverage Amount: As of any date of determination, the
Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Coverage
Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated
to
the Certificates since the Cut-off Date and (ii) any permissible reductions
in
the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating
Agency to the Trustee and the Securities Administrator to the effect that any
such reduction will not result in a downgrading of the then current ratings
assigned to the Classes of Certificates rated by it.
Basic
Principal Distribution Amount: Not Applicable.
Basis
Risk Carry Forward Amount: Not Applicable.
Basis
Risk Carry Forward Reserve Fund: Not Applicable.
Book-Entry
Certificates: Beneficial interests in Certificates designated as
“Book-Entry Certificates” in this Agreement, ownership and transfers of which
shall be evidenced or made through book entries by a Clearing Agency as
described in Section 3.09; provided, that after the
occurrence of a Book-Entry Termination whereupon book-entry registration and
transfer are no longer permitted and Definitive Certificates are to be issued
to
Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.” The Classes of Certificates that constitute
“Book-Entry Certificates” as of the Closing Date are set forth in the
Preliminary Statement.
Book-Entry
Termination: The date on which the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to
the
Book Entry Certificates, and the Depositor is unable to locate a qualified
successor.
Breached
Mortgage Loan: A Mortgage Loan (a)(i) on which the first payment was not
made or (ii) that has been delinquent one or two times in the six months
following the Cut-off Date and (b) as to which the Seller obtained a
representation or warranty that no condition set forth in (a)(i) or, for the
same or other period time specified in such representation or warranty (a)(ii),
exists.
Business
Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in New York, New York or, if other
than New York, the city in which the Corporate Trust Office of the Trustee
is
located, or the States of Maryland, Minnesota or Texas, are authorized or
obligated by law or executive order to be closed.
Calculation
Rate: For each Distribution Date, the product of (i) 10 and (ii) the
weighted average pass-through rate of the outstanding Class A and Class B
Interests, treating each of the Class A Interests as having an Interest Rate
of
0.00%.
12
Certificate: Any
one of the certificates signed by the Trustee, or the Securities Administrator
on the Trustee’s behalf, and authenticated by the Securities Administrator as
Authenticating Agent in substantially the forms attached hereto as
Exhibit A.
Certificate
Balance: With respect to any Certificate at any date, the maximum
dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the principal balance or notional amount,
as applicable, as of the Closing Date (A) plus any Subsequent Recoveries added
to the Certificate Balance of such Certificate pursuant to Section 5.02, (B)
minus the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses (including Excess Losses) allocated thereto
and, in the case of any Subordinated Certificates, all other reductions in
Certificate Balance previously allocated thereto pursuant to Section 5.04 and
(C) in the case of any Class of Accrual Certificates, increased by the Accrual
Amount added to the Class Principal Balance of such Class prior to such
date.
Certificate
Group: As specified in the Preliminary Statement.
Certificate
Insurance Account: Not Applicable.
Certificate
Insurance Payment: Not Applicable.
Certificate
Insurer: Not Applicable.
Certificate
Insurer Contact Person: Not Applicable.
Certificate
Insurer Default: Not Applicable.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who
is the owner of such Book-Entry Certificate, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly or as an indirect participant, in accordance with
the
rules of such Clearing Agency).
Certificate
Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 3.02. The initial
Certificate Registrar is the Securities Administrator under this
Agreement.
Certificateholder: The
meaning provided in the definition of “Holder.”
Certification
Party: As defined in Section 12.05 hereof.
Certifying
Person: As defined in Section 12.05 hereof.
Class: All
Certificates bearing the same Class designation as set forth in the Preliminary
Statement.
Class
3-A-1 and Class 3-A-2 Priority Amount: With respect to any Distribution
Date, the sum of (A) the Senior Percentage for the Group 3 Senior Certificates,
(B) the Scheduled Principal Distribution Amount for Collateral Allocation Group
3, (C) the Shift Percentage and
13
(D)
the
Class 3-A-1 and Class 3-A-2 Priority Percentage and (ii) the product of (A)
the
Senior Prepayment Percentage for the Group 3 Senior Certificates, (B) the
Unscheduled Principal Distribution Amount for Collateral Allocation Group 3,
(C)
the Prepayment Shift Percentage and (D) the Class 3-A-1 and Class 3-A-2 Priority
Percentage.
Class
3-A-1 and Class 3-A-2 Priority Percentage: With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate Class Principal Balance of the Class 3-A-1 and Class 3-A-2
Certificates immediately prior to such Distribution Date, and the denominator
of
which is the aggregate Class Principal Balance of the Group 3 Senior
Certificates (other than the Class 3-A-P Certificates) immediately prior to
such
Distribution Date.
Class
3-A-5 Accretion Direction Rule: On each Distribution Date until
the Senior Credit Support Depletion Date, the Class 3-A-5 Accrual Amount will
be
distributed as principal sequentially, first, to the Class 3-A-4 Certificates,
in an amount up to the amount necessary to reduce its Class Principal Balance
to
its Targeted Balance for that Distribution Date, and then to the Class 3-A-5
Certificates, until its Class Principal Balance is reduced to zero.
Class
3-A-8 Accretion Direction Rule: On each Distribution Date until
the Senior Credit Support Depletion Date, the amount of accrued interest on
the
Class 3-A-8 Accrual Amount will be distributed as principal sequentially, to
the
Class 3-A-7 and Class 3-A-8 Certificates, in that order, until their respective
Class Principal Balances are reduced to zero.
Class
3-A-11 Priority Amount: With respect to any Distribution Date, the sum of
(A) the Senior Percentage for the Group 3 Senior Certificates, (B) the Scheduled
Principal Distribution Amount for Collateral Allocation Group 3, (C) the Shift
Percentage and (D) the Class 3-A-11 Priority Percentage and (ii) the product
of
(A) the Senior Prepayment Percentage for the Group 3 Senior Certificates, (B)
the Unscheduled Principal Distribution Amount for Collateral Allocation Group
3,
(C) the Prepayment Shift Percentage and (D) the Class 3-A-11 Priority
Percentage.
Class
3-A-11 Priority Percentage: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the Class
Principal Balance of the Class 3-A-11 Certificates immediately prior to such
Distribution Date, and the denominator of which is the aggregate Class Principal
Balance of the Group 3 Senior Certificates (other than the Class 3-A-P
Certificates) immediately prior to such Distribution Date.
Class
3-A-18 Accretion Direction Rule: On each Distribution Date until
the Senior Credit Support Depletion Date, the Class 3-A-18 Accrual Amount will
be distributed as principal sequentially, to the Class 3-A-17 and Class 3-A-18
Certificates, in that order, until their respective Class Principal Balances
are
reduced to zero.
Class
A Interest: Each of the Class A-1 and Class A-2 Interests.
Class
A-P Certificates: The Class 1-A-P and Class 3-A-P
Certificates.
Class
A-P Deferred Amount: As to any Distribution Date and Collateral
Allocation Group, the aggregate of the applicable A-P Percentage of each
Realized Loss, other than any Excess Loss, on a Discount Mortgage Loan in that
Collateral Allocation Group to be allocated to
14
the
related Class of Class A-P Certificates on such Distribution Date on or prior
to
the Senior Credit Support Depletion Date or previously allocated to but not
yet
paid to the Holders of that Class of Class A-P Certificates.
Class
B Certificates: As specified in the Preliminary
Statement.
Class
B Interest: Each of the Class B-1 and Class B-2 Interests.
Class
C Interest: Each of the Class C-1 and Class C-2 Interests.
Class
Interest Shortfall: As to any Distribution Date and Class, the
amount by which the amount described in clause (i) of the definition of Class
Optimal Interest Distribution Amount for such Class exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to such clause (i).
Class
M Certificates: As specified in the Preliminary Statement.
Class
M Senior Certificates: As specified in the Preliminary
Statement.
Class
Optimal Interest Distribution Amount: With respect to any
Distribution Date and interest bearing Class or, with respect to any interest
bearing Component, the sum of (i) one month’s interest accrued during the
related Interest Accrual Period at the Pass-Through Rate for such Class on
the
related Class Principal Balance, Component Balance, Notional Amount or Component
Notional Amount, as applicable, immediately prior to such Distribution Date,
subject to reduction as provided in Section 5.02(d) and (ii) any Class Unpaid
Interest Amounts for such Class or Component.
Class
P Distribution Amount: For each Distribution Date, an amount
equal to the total of all Prepayment Penalties received by the Securities
Administrator from the Servicers on the Mortgage Loans in the prior Due
Period. The Class P Distribution Amount is not part of the Available
Funds and is therefore not available for distributions to the other Classes
of
Certificates.
Class
Principal Balance: With respect to any Class of Certificates and
as to any date of determination, the aggregate of the Certificate Balances
of
all Certificates of such Class as of such date.
Class
Principal Balance: With respect to any Class and as to any date
of determination, the aggregate of the Certificate Balances of all Certificates
of such Class as of such date.
Class
Subordination Percentage: With respect to any Distribution Date
and each Class of Subordinated Certificates, the quotient (expressed as a
percentage) of (a) the Class Principal Balance of such Class of
Subordinated Certificates immediately prior to such Distribution Date, divided
by (b) the aggregate of the Class Principal Balances of all Classes of
Certificates (other than the Notional Amount Certificates) immediately prior
to
such Distribution Date.
Class
Unpaid Interest Amounts: As to any Distribution Date and Class of
interest bearing Certificates, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior
15
Distribution
Dates exceeds the amount distributed on such Class on prior Distribution Dates
pursuant to clause (ii) of the definition of Class Optimal Interest Distribution
Amount.
Clearing
Agency: An organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearing
Agency Participant: A broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.
Closing
Date: July 31, 2007.
Code: The
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
Collateral
Allocation Group: Any of Collateral Allocation Group 1, Collateral
Allocation Group 2, Collateral Allocation Group 3 or Collateral Allocation
Group
4.
Collateral
Allocation Group 1: The respective Applicable Fractions of the Mortgage
Loans in Loan Group 1 so identified on the Mortgage Loan Schedule.
Collateral
Allocation Group 1 Mortgage Loans: The Mortgage Loans or Applicable
Fractions thereof in Collateral Allocation Group 1.
Collateral
Allocation Group 2: The respective Applicable Fractions of the Mortgage
Loans in Loan Group 1 so identified on the Mortgage Loan Schedule.
Collateral
Allocation Group 2 Mortgage Loans: The Mortgage Loans or Applicable
Fractions thereof in Collateral Allocation Group 2.
Collateral
Allocation Group 3: The respective Applicable Fractions of the Mortgage
Loans in Loan Group 2 so identified on the Mortgage Loan Schedule.
Collateral
Allocation Group 3 Mortgage Loans: The Mortgage Loans or Applicable
Fractions thereof in Collateral Allocation Group 3.
Collateral
Allocation Group 4: The respective Applicable Fractions of the Mortgage
Loans in Loan Group 3 so identified on the Mortgage Loan Schedule.
Collateral
Allocation Group 4 Mortgage Loans: The Mortgage Loans or Applicable
Fractions thereof in Collateral Allocation Group 4.
Collateral
Allocation Group Percentage: As to any Collateral Allocation
Group and any Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the aggregate Stated Principal Balance of the Applicable
Fractions of all the Mortgage Loans in that
16
Collateral
Allocation Group as of the related Due Date, and the denominator of which is
the
aggregate Stated Principal Balance of all of the Mortgage Loans as of that
Due
Date.
Collateral
Allocation Group Principal Balance: As to any Distribution Date
and Collateral Allocation Group, the sum of, with respect to each Mortgage
Loan
related to that Collateral Allocation Group, the product of (x) the Stated
Principal Balance of that Mortgage Loan as of the Due Date in the month
preceding the month of the Distribution Date (after giving effect to prepayments
received in the Prepayment Period related to such prior Due Date) and (y) the
Applicable Fraction for that Mortgage Loan.
Collateralization
Event: Not Applicable.
Commission: The
U.S. Securities and Exchange Commission.
Compensating
Interest Payment: As to any Distribution Date, an amount equal to
the lesser of (i) the Prepayment Interest Shortfall on the Mortgage Loans
serviced by such Servicer with respect to such Distribution Date and (ii) the
portion of the applicable Servicing Fee that the related Servicer is required
to
remit to the Trust as compensation therefor in accordance with the terms of
the
related Purchase and Servicing Agreement.
Component: As
specified in the Preliminary Statement.
Component
Balance: With respect to any Component and any Distribution Date,
the Initial Component Balance thereof on the Closing Date, (A) plus any
Subsequent Recoveries added to the Component Balance of such Component pursuant
to Section 5.02, (B) minus the sum of all amounts applied in reduction of the
principal balance of such Component and Realized Losses allocated thereto on
previous Distribution Dates.
Component
Certificates: As specified in the Preliminary
Statement.
Component
Notional Amount: Not Applicable.
Confirmation: Not
Applicable.
Consent: A
document executed by the Cooperative Corporation (i) consenting to the sale
of
the Cooperative Unit to the Mortgagor and (ii) certifying that all maintenance
charges relating to the Cooperative Unit have been paid.
Controlling
Person: With respect to any Person, any other Person who
“controls” such Person within the meaning of the Securities Act.
Cooperative
Corporation: The entity that holds title (fee or an acceptable
leasehold estate) to the real property and improvements constituting the
Cooperative Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.
Cooperative
Loan: A Mortgage Loan secured by Cooperative Shares and a
Proprietary Lease, if any.
17
Cooperative
Property: The real property and improvements owned by the
Cooperative Corporation, that includes the allocation of individual dwelling
units to the holders of the shares of the Cooperative Corporation.
Cooperative
Shares: Shares issued by a Cooperative Corporation.
Cooperative
Unit: With respect to any Cooperative Loan, a specific unit in a
Cooperative Property.
Corporate
Trust Office: With respect to the Trustee, the designated office
of the Trustee in the State of Illinois 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 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attn: Global Securities
and
Trust Services MSM 2007-12, and which is the address to which notices to and
correspondence with the Trustee should be directed, or at such other address
as
the Trustee may designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicer and the Securities Administrator or the
principal corporate trust office of any successor Trustee. With
respect to the Certificate Registrar and presentment of Certificates for
registration of transfer, exchange or final payment, Xxxxx Fargo Bank, National
Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Corporate Trust, Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-12, and
for
all other purposes, X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000 (or for overnight
deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000), Attention:
Corporate Trust, Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-12.
Corridor
Contract: Not Applicable.
Corridor
Contract Counterparty: Not Applicable.
Corridor
Contract Scheduled Termination Date: Not Applicable.
Cross-Over
Situation: For any Distribution Date and for each Loan Group
(after taking into account principal distributions on such Distribution Date)
with respect to the Class A and Class B Interests, the Class A and Class B
Interests corresponding to any Loan Group are in the aggregate less than 1%
of
the Assumed Balance of the Loan Group to which they correspond.
Current
Interest: For any Distribution Date and any Class of
Certificates, the interest accrued during the related Interest Accrual Period
at
the Pass-Through Rate for such Class of Certificates on the related Class
Principal Balance immediately prior to such Distribution Date.
Custodial
Account: Each custodial account (other than an Escrow Account)
established and maintained by a Servicer pursuant to a Purchase and Servicing
Agreement.
Custodial
Agreement: The Custodial Agreements, listed in Exhibit F hereof,
as each such agreement may be amended or supplemented from time to time as
permitted hereunder.
Custodial
Delivery Failure: With respect to any Custodian appointed
hereunder, as defined in Section 6.21 hereof.
18
Custodian: A
Person who is at anytime appointed by the Depositor as a custodian of the
Mortgage Documents and the Trustee Mortgage Files. The initial
Custodians are LaSalle Bank National Association and Xxxxx Fargo Bank, National
Association. “Custodian” shall refer to each Custodian or all
Custodians, as the context requires.
Custodian
Certification: As defined in Section 2.01.
Cut-off
Date: July 1, 2007.
Cut-off
Date Pool Principal Balance: $516,179,003.52.
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.
Debt
Service Reduction: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan 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.
Deceased
Holder: Not Applicable.
Defaulted
Swap Termination Payment: Not Applicable.
Defective
Mortgage Loan: The meaning specified in
Section 2.05(a).
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 indebtedness under the Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which valuation
or
reduction results from an order of such court which is final and non-appealable
in a proceeding under the Bankruptcy Code.
Definitive
Certificate: A Certificate of any Class issued in definitive,
fully registered, certificated form. As of the Closing Date the
Classes of Certificates being issued as “Definitive Certificates” are set forth
in the Preliminary Statement.
Delay
Certificates: As specified in the Preliminary Statement.
Deleted
Mortgage Loan: A Mortgage Loan that is repurchased, or replaced
or to be replaced with a Replacement Mortgage Loan.
Delinquent: Any
Mortgage Loan with respect to which the Scheduled Payment due on a Due Date
is
not received.
Depositable
Certificates: As specified in the Preliminary
Statement.
Depositor: Xxxxxx
Xxxxxxx Capital I Inc., a Delaware corporation having its principal place of
business in New York, or its successors in interest.
19
Depository: Cede
& Co., or any other organization registered as a “clearing agency” pursuant
to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of
the Book-Entry Certificates. The Depository shall at all times be a
“clearing corporation” as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York.
Determination
Date: With respect to each Servicer, the “Determination Date” set
forth in the related Purchase and Servicing Agreement.
Discount
Mortgage Loan: Any Mortgage Loan or Applicable Fraction thereof
in Collateral Allocation Group 1 or Collateral Allocation Group 3, as
applicable, with a Net Mortgage Rate that is less than the Required Coupon
for
that Loan Group. For the avoidance of doubt, there are no Discount
Mortgage Loans in Collateral Allocation Group 2 or Collateral Allocation Group
4.
Disqualified
Organization: A “disqualified organization” as defined in Section
860E(e)(5) of the Code.
Distribution
Account: The separate Eligible Account created and maintained by
the Securities Administrator, on behalf of the Trustee, pursuant to
Section 4.01. Funds in the Distribution Account (exclusive of
any earnings on investments made with funds deposited in the Distribution
Account) shall be held in trust for the Trustee and the Certificateholders
for
the uses and purposes set forth in this Agreement.
Distribution
Account Deposit Date: With respect to each Servicer, not later
than 1:00 p.m., New York time, on 18th day of each calendar month after the
initial issuance of the Certificates or, if such 18th day is not a Business
Day,
either the immediately preceding or immediately following Business Day, as
set
forth in the related Acknowledgement, commencing in August 2007.
Distribution
Date: The 25th day of each month or, if such 25th day is not a
Business Day, the next succeeding Business Day, commencing in August
2007.
Due
Date: With respect to any Distribution Date, the first day of the
month in which such Distribution Date occurs. With respect to any
Mortgage Loan, the date on which a Scheduled Payment is due under the related
Mortgage Note as indicated in the applicable Purchase and Servicing
Agreement.
Due
Period: As to any Distribution Date, the period beginning on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs to, and including the first day of the calendar month
in which such Distribution Date occurs.
XXXXX: The
Commission’s Electronic Data Gathering, Analysis and Retrieval
system.
Eligible
Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company that is
an
Eligible Institution, the short-term unsecured debt obligations of which (or,
in
the case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding
20
company)
have the highest short-term ratings of each Rating Agency at the time any
amounts are held on deposit therein, or (ii) a trust account or accounts
maintained with the corporate trust department of a federal depository
institution or state-chartered depository institution subject to the regulations
regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of
Federal Regulations 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, as evidenced by a signed writing delivered
by
each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee,
the Paying Agent, the Securities Administrator or the Master
Servicer.
Eligible
Institution: An institution having the highest short-term debt
rating, and one of the two highest long-term debt ratings of the Rating Agencies
or the approval of the Rating Agencies. Upon a downgrade in the
rating of an Eligible Institution at which an Eligible Account is held below
the
required ratings set forth in the definition of Eligible Account, within 30
days
of such downgrade, such account will be transferred to an account meeting the
requirements of the definition of Eligible Account; provided, however, that
this
transfer requirement may be waived by the applicable Rating Agency.
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 an Underwriter’s
Exemption.
ERISA-Restricted
Certificate: As specified in the Preliminary
Statement.
Escrow
Account: With respect to each Mortgage Loan, as defined in
Article I of the related Purchase and Servicing Agreement.
ES
Trust: The separate trust created under this Agreement pursuant to Section
4.03(a).
ES
Trust Certificate: Any Class of Certificates issued by the ES
Trust and representing beneficial ownership of one or more uncertificated Master
REMIC Interests held by such ES Trust.
Estoppel
Letter: A document executed by the Cooperative Corporation
certifying, with respect to a Cooperative Unit, (i) the appurtenant Proprietary
Lease will be in full force and effect as of the date of issuance thereof,
(ii)
the related stock certificate was registered in the Mortgagor’s name and the
Cooperative Corporation has not been notified of any lien upon, pledge of,
levy
of execution on or disposition of such stock certificate, and (iii) the
Mortgagor is not in default under the appurtenant Proprietary Lease and all
charges due the Cooperative Corporation have been paid.
Event
of Default: Any one of the conditions or circumstances enumerated
in Section 6.14.
Excess
Loss: The amount of any (i) Fraud Loss on a Mortgage Loan
realized after the Fraud Loss Coverage Termination Date, (ii) Special
Hazard Loss on a Mortgage Loan realized
21
after
the
Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss on a
Mortgage Loan realized after the Bankruptcy Coverage Termination
Date.
Excess
Priority Amount: Not Applicable.
Excess
Subordinated Amount: Not Applicable.
Exchange
Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
Exchange
Act Reports: Any reports on Form 10-D, Form 8-K and Form 10-K
required to be filed with respect to the Trust Fund under the Exchange
Act.
Exchangeable
Certificates: As specified in the Preliminary
Statement.
Exchangeable
Certificates Distribution Account: The separate Eligible Account
created and maintained by the Securities Administrator on behalf of the ES
Trust
pursuant to Section 4.03(a) in the name of the Securities Administrator, on
behalf of the Trustee for the benefit of the Holders of the Exchangeable
Certificates and designated “Xxxxx Fargo Bank National Association in trust for
registered Holders of Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-12, Mortgage
Pass-Through Certificates, Series 2007-12.” Funds in the Exchangeable
Certificates Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Extra
Principal Distribution Amount: Not Applicable.
Xxxxxx
Mae: The entity formerly known as the Federal National Mortgage
Association, a federally chartered and privately owned corporation organized
and
existing under the Federal National Mortgage Association Charter Act, or any
successor thereto.
FDIC: The
Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: 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, or any successor thereto.
Final
Custodian Certification: As defined in Section 2.02
hereof.
FNBN
Mortgage Loan: Each Mortgage Loan originated by First National
Bank of Nevada and listed on the Mortgage Loan Schedule.
FNBN
Purchase Agreement: The Mortgage Loan Purchase Agreement listed
in Exhibit E hereto between the Seller and First National Bank of
Nevada.
Fiscal
Agent: Not Applicable.
Fitch: Fitch,
Inc., or any successor thereto. If Fitch is designated as a Rating
Agency in the Preliminary Statement, for purposes of Section 11.07 the address
for notices to Fitch shall be
22
Fitch, Inc.,
Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Mortgage Surveillance Group, or such other address as Fitch may
hereafter furnish to the Depositor, the Trustee and the Master
Servicer.
Form
8-K Disclosure: As defined in Section 12.03 hereof.
Fraud
Loan: A Liquidated Mortgage Loan as to which a Fraud Loss has
occurred, as reported by the related Servicer to the Master
Servicer.
Fraud
Loss Coverage Amount: As of the Closing Date, (x) $5,161,790,
subject to reduction from time to time, by the amount of Fraud Losses allocated
to the Certificates. In addition, the Fraud Loss Coverage Amount will
be reduced on the fifth anniversary of the Cut-off Date, to zero and on the
first, second, third and fourth anniversaries of the Cut-off Date, to an amount
equal to the lesser of (x) 1%, in the case of the first and second
anniversaries, and 0.50%, in the case of the third and fourth anniversaries,
of
the then current aggregate Stated Principal Balance of the Mortgage Loans and
(y) the excess of the Fraud Loss Coverage Amount as of the preceding anniversary
of the Cut-off Date over the cumulative amount of Fraud Losses allocated to
the
Certificates since the preceding anniversary.
Fraud
Loss Coverage Termination Date: The point in time at which the
Fraud Loss Coverage Amount is reduced to zero.
Fraud
Losses: Realized Losses on Mortgage Loans as to which a loss is
sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a
loss
by reason of the denial of coverage under any related Primary Mortgage Insurance
Policy because of such fraud, dishonesty or misrepresentation.
Global
Securities: The global certificates representing the Book-Entry
Certificates.
GMAC
Serviced Mortgage Loan: Each Mortgage Loan serviced by GMAC
Mortgage, LLC and listed on the Mortgage Loan Schedule.
GMAC
Servicing Agreement: The Servicing Agreement listed in Exhibit E
hereto between the Seller and GMAC Mortgage, LLC.
Grantor
Trust: A trust described in Section 671 of the Code, the items of
income, deductions and credits of which must be included in computing the
taxable income and credits of the person treated as the owner of such trust
(either the grantor or other person designated under the Code).
GreenPoint
Mortgage Loan: Each Mortgage Loan originated by GreenPoint
Mortgage Funding, Inc. and listed on the Mortgage Loan Schedule.
GreenPoint
Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement listed in Exhibit E hereto between the Seller and GreenPoint Mortgage
Funding, Inc. as seller and servicer.
23
GreenPoint
Serviced Mortgage Loan: Each Mortgage Loan serviced by GreenPoint
Mortgage Funding, Inc. and listed on the Mortgage Loan Schedule.
GreenPoint
Servicing Agreement: The Servicing Agreement listed in Exhibit E
hereto between the Seller and GreenPoint Mortgage Funding, Inc.
Group
1 Certificates: As specified in the Preliminary
Statement.
Group
1 Mortgage Loans: The Mortgage Loans in Loan Group
1.
Group
1 Senior Certificates: As specified in the Preliminary
Statement.
Group
1 Subordinated Certificates: As specified in the Preliminary
Statement.
Group
2 Certificates: As specified in the Preliminary
Statement.
Group
2 Mortgage Loans: The Mortgage Loans in Loan Group
2.
Group
2 Senior Certificates: As specified in the Preliminary
Statement.
Group
2 Subordinated Certificates: As specified in the Preliminary
Statement.
Group
3 Certificates: As specified in the Preliminary
Statement.
Group
3 Senior Certificates: As specified in the Preliminary
Statement.
Group
3 Subordinated Certificates: As specified in the Preliminary
Statement.
Group
4 Certificates: As specified in the Preliminary
Statement.
Group
4 Senior Certificates: As specified in the Preliminary
Statement.
Group
4 Subordinated Certificates: As specified in the Preliminary
Statement.
Holder: The
registered owner of any Certificate as recorded on the books of the Certificate
Registrar except that, solely for the purposes of taking any action or giving
any consent pursuant to this Agreement, any Certificate registered in the name
of the Depositor, the Trustee, the Master Servicer, the Securities Administrator
and any Servicer, or any Affiliate thereof shall be deemed not to be outstanding
in determining whether the requisite percentage necessary to effect any such
consent has been obtained, except that, in determining whether the Trustee
or
the Securities Administrator shall be protected in relying upon any such
consent, only Certificates that a Responsible Officer of the Trustee or the
Securities Administrator, respectively, knows to be so owned shall be
disregarded. The Trustee or the Securities Administrator may request
and conclusively rely on certifications by the Depositor, the Master Servicer,
the Securities Administrator or any Servicer in determining whether any
Certificates are registered to an Affiliate of the Depositor, the Master
Servicer, the Securities Administrator or any Servicer.
24
HUD: The
United States Department of Housing and Urban Development, or any successor
thereto.
Indemnifying
Party: As specified in Section 12.08 hereof.
Independent: When
used with respect to any Accountants, a Person who is “independent” within the
meaning of Rule 2-01(b) of the Securities and Exchange Commission’s
Regulation S-X. When used with respect to any other Person, a
Person who (a) is in fact independent of another specified Person and any
Affiliate of such other Person, (b) does not have any material direct
financial interest in such other Person or any Affiliate of such other Person,
and (c) is not connected with such other Person or any Affiliate of such
other Person as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions.
Index: As
to each Mortgage Loan, the index from time to time in effect for adjustment
of
the Mortgage Rate as set forth as such on the related Mortgage
Note.
IndyMac
Mortgage Loan: Each Mortgage Loan originated by IndyMac Bank,
F.S.B. and listed on the Mortgage Loan Schedule.
IndyMac
Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement listed in Exhibit E hereto between the Seller and IndyMac Bank, F.S.B.
as seller and servicer.
IndyMac
Serviced Mortgage Loan: Each Mortgage Loan serviced by IndyMac
Bank, F.S.B. and listed on the Mortgage Loan Schedule.
IndyMac
Servicing Agreement: The Servicing Agreement listed in Exhibit E
hereto between the Seller and IndyMac Bank, F.S.B.
Initial
Authorized Determination: With respect to any Depositable
Certificate or Exchangeable Certificate, the amount set forth with respect
to
such Class in Schedule C under the heading, “Original Certificate Balance or
Notional Amount”.
Initial
Bankruptcy Coverage Amount: $168,700.
Initial
Component Balance: As specified in the Preliminary
Statement.
Initial
Custodian Certification: As defined in Section 2.02.
Initial
Optional Termination Date: The first Distribution Date following
the date on which the aggregate Stated Principal Balance of the Mortgage Loans
is equal to or less than 1% of the aggregate Stated Principal Balance thereof
as
of the Cut-off Date.
Insurance
Agreement: Not Applicable.
Insurance
Policy: With respect to any Mortgage Loan, any insurance policy,
including all names and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.
25
Insurance
Proceeds: Proceeds paid by any Insurance Policy (excluding
proceeds required to be applied to the restoration and repair of the related
Mortgaged Property or released to the Mortgagor), in each case other than any
amount included in such Insurance Proceeds in respect of Insured Expenses and
the proceeds from any Limited Purpose Surety Bond.
Insured
Certificates: Not Applicable.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Insured
Payment: Not Applicable.
Interest
Accrual Period: With respect to each Class of Delay Certificates,
its corresponding Subsidiary REMIC Regular Interest and any Distribution Date,
the calendar month prior to the month of such Distribution Date. With
respect to any Class of Non-Delay Certificates, its corresponding Subsidiary
REMIC Regular Interest and each Distribution Date, the one month period
commencing on the 25th day of
the
calendar month preceding the month in which such Distribution Date occurs and
ending on the 24th day of
the
calendar month in which such Distribution Date occurs. For purposes of computing
interest accruals on each Class of Certificates, each Interest Accrual Period
has 30 days in such month and each year is assumed to have 360
days.
Interest
Carry Forward Amount: Not Applicable.
Interest
Determination Date: With respect to any Interest Accrual Period
for any Class of LIBOR Certificates, the second LIBOR Business Day prior to
the
first day of such Interest Accrual Period.
Interest
Distribution Amount: Not Applicable.
Interest
Remittance Amount: Not Applicable.
Interest
Transfer Amount: For any Distribution Date and for any
Undercollateralized Group of Senior Certificates, an amount equal to one month’s
interest on the applicable Principal Transfer Amount at the weighted average
Pass-Through Rate of the applicable Undercollateralized Group, plus any interest
accrued on such Undercollateralized Group remaining unpaid from prior
Distribution Dates.
Investor
Based Exemption: Any of Prohibited Transaction Class Exemption
(“PTCE”) 84-14 (for transactions by independent “qualified professional asset
managers”), XXXX 00-0 (for transactions by insurance company pooled separate
accounts), PTCE 91-38 (for transactions by bank collective investment funds),
PTCE 95-60 (for transactions by insurance company general accounts), PTCE 96-23
(for transactions effected by “in house asset managers”) the service provider
exemption provided by Section 308(b)(17) of ERISA and Section 4975(d)(20) of
the
Code, or any comparable exemption available under Similar Law.
Last
Scheduled Distribution Date: With respect to the Group 1 Senior
Certificates and the Group 2 Senior Certificates, the Distribution Date
occurring in August 2022. With respect to
26
the
Group
3 Senior Certificates, the Group 4 Senior Certificates and the Subordinated
Certificates is the Distribution Date occurring in August 2037.
Latest
Possible Maturity Date: The Distribution Date in August
2037.
LIBOR: The
London interbank offered rate for one-month United States dollar deposits
calculated in the manner described in Section 5.09.
LIBOR
Business Day: Any day on which banks in London, England and The
City of New York are open and conducting transactions in foreign currency and
exchange.
LIBOR
Certificates: As specified in the Preliminary
Statement.
Limited
Purpose Surety Bond: Collectively, Ambac Assurance Corporation
Surety Bond No. AB0039BE and any other Limited Purpose Surety Bond securing
an
Additional Collateral Mortgage Loan.
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) which was liquidated in the calendar
month preceding the month of such Distribution Date and as to which the related
Servicer has certified (in accordance with its Purchase and Servicing Agreement)
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: Amounts, including Insurance Proceeds, received in
connection with the partial or complete liquidation of defaulted Mortgage Loans,
whether through trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO
Property.
Living
Holders: Not Applicable.
Loan
Group: Any of Loan Group 1 or Loan Group 2, as
applicable.
Loan
Group 1: All Mortgage Loans identified as Group 1 Mortgage Loans
on the Mortgage Loan Schedule.
Loan
Group 2: All Mortgage Loans identified as Group 2 Mortgage Loans
on the Mortgage Loan Schedule.
Loan
Group Percentage: As to any Loan Group and any Distribution Date,
the fraction, expressed as a percentage, the numerator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans in that Loan Group as
of
the related Due Date, and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans as of that Due Date.
Loan
Group Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balance of the Mortgage Loans in that
Loan
Group outstanding on the
27
Due
Date
in the month preceding the month of the Distribution Date (after giving effect
to prepayments received in the Prepayment Period related to such prior Due
Date).
Loan-To-Value
Ratio: With respect to any Mortgage Loan and as to any date of
determination, the fraction (expressed as a percentage) the numerator of which
is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the related
Mortgaged Property.
LPMI
Mortgage Loan: Certain Mortgage Loans as to which the lender
(rather than the borrower) acquires the Primary Mortgage Insurance Policy and
charges the related borrower an interest premium.
Master
REMIC: As described in the Preliminary Statement.
Master
Servicer: Xxxxx Fargo Bank, National Association, a national
banking association organized under the laws of the United States in its
capacity as Master Servicer and any Person succeeding as Master Servicer
hereunder or any successor in interest, or if any successor master servicer
shall be appointed as herein provided, then such successor master
servicer.
Master
Servicer Compensation: With respect to any Master Servicer that
is a successor to Xxxxx Fargo Bank, National Association as Master Servicer,
the
portion of the earnings on the funds on deposit in the Distribution Account
payable on each Distribution Date pursuant to Section 4.02(b)(ii) hereof agreed
to by and between such successor Master Servicer and the successor securities
administrator; provided, that the sum of such Master Servicer Compensation
and
the Securities Administrator Compensation payable on each Distribution Date
shall not exceed the total earnings on funds in the Distribution Account payable
pursuant to Section 4.02(b)(ii) hereof earned since the prior Distribution
Date.
Memorandum: The
private placement memorandum dated the Closing Date, relating to the Private
Certificates.
MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor to Mortgage Electronic
Registration Systems, Inc.
MERS
Mortgage Loan: Any Mortgage Loan 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 for any MERS Mortgage Loan.
Minimum
Auction Price: Not Applicable.
MOM
Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.
28
Moody’s: Xxxxx’x
Investors Service, Inc., or any successor thereto. If Xxxxx’x is
designated as a Rating Agency in the Preliminary Statement, for purposes of
Section 11.07 the address for notices to Moody’s shall be Xxxxx’x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Pass-Through Monitoring, or such other address as Moody’s may
hereafter furnish to the Depositor or the Master Servicer.
Mortgage: A
mortgage, deed of trust or other instrument encumbering a fee simple interest
in
real property securing a Mortgage Note, together with improvements
thereto.
Mortgage
Documents: With respect to each Mortgage Loan, the mortgage
documents required to be delivered to each Custodian delievered pursuant to
this
Agreement or the related Custodial Agreement.
Mortgage
Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned
to or deposited with the Trustee pursuant to Section 2.01 (including any
REO Property), including without limitation, each Mortgage Loan listed on the
Mortgage Loan Schedule, as amended from time to time.
Mortgage
Loan Auction Price: Not Applicable.
Mortgage
Loan Schedule: The schedule attached hereto as Schedule A, which
shall identify each Mortgage Loan, as such schedule may be amended by the
Depositor or a Servicer from time to time to reflect the addition of Replacement
Mortgage Loans to, or the deletion of Deleted Mortgage Loans from, the Trust
Fund. Such schedule shall, among other things (i) designate the
Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate;
(ii) identify the designated Loan Group in which such Mortgage Loan is
included, (iii) identify any LPMI Mortgage Loan and designate the rate at which
the premium for such insurance is calculated and (iv) separately identify the
Additional Collateral Mortgage Loans, if any.
Mortgage
Note: The original executed note or other evidence of the
indebtedness of a Mortgagor secured by a Mortgage under a Mortgage
Loan.
Mortgage
Rate: As to any Mortgage Loan, the annual rate of interest borne
by the related Mortgage Note.
Mortgaged
Property: The underlying property, including any Additional
Collateral, securing a Mortgage Loan which, with respect to a Cooperative Loan,
is the related Cooperative Shares and Proprietary Lease.
Mortgagor: The
obligor on a Mortgage Note.
MSCC
Serviced Mortgage Loan: Each Mortgage Loan originated and
serviced by Xxxxxx Xxxxxxx Credit Corp. and listed on the Mortgage Loan
Schedule.
MSCC
Purchase Agreement: The Second Amended and Restated Master
Mortgage Loan Purchase Agreement listed in Exhibit E hereto between the Seller
and Xxxxxx Xxxxxxx Credit Corp.
29
MSCC
Purchase and Servicing Agreement: Collectively, the MSCC Purchase
Agreement and the MSCC Servicing Agreement.
MSCC
Servicing Agreement: The Amended and Restated Master Servicing
Agreement listed in Exhibit E hereto between the Seller and Xxxxxx Xxxxxxx
Credit Corp.
MSMCI
Mortgage Loan: A Mortgage Loan sold by the Seller to the
Depositor pursuant to the MSMCI Purchase Agreement.
MSMCI
Purchase Agreement: The Mortgage Loan Purchase Agreement listed
in Exhibit E hereto between the Seller and the Depositor.
Net
Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property, the related
Liquidation Proceeds net of Advances, Servicer Advances, Servicing Fees and
any
other accrued and unpaid servicing fees received and retained in connection
with
the liquidation of such Mortgage Loan or Mortgaged Property.
Net
Monthly Excess Cashflow: Not Applicable.
Net
Mortgage Rate: With respect to any Mortgage Loan and any
Distribution Date, the related Mortgage Rate as of the Due Date in the month
preceding the month of such Distribution Date reduced by the Aggregate Expense
Rate for such Mortgage Loan.
Net
Prepayment Interest Shortfalls: As to any Distribution Date and
Collateral Allocation Group, the amount by which the aggregate of Prepayment
Interest Shortfalls for the Mortgage Loans in such Collateral Allocation Group
exceeds the Compensating Interest Payments for the Mortgage Loans or Applicable
Fractions thereof in such Collateral Allocation Group (and any amounts paid
by
the Master Servicer in respect of such shortfalls pursuant to Section 5.06)
and that Distribution Date, in each case, based upon the Applicable Fractions
thereof that are part of such Collateral Allocation Group.
Net
Swap Payment: Not Applicable.
Net
Swap Receipt: Not Applicable.
Net
WAC Pass-Through Rate: Not Applicable.
Non-A-P
Formula Principal Amount: As to any Distribution Date and
Collateral Allocation Group, the sum of (i) the sum of (x) the applicable
Non-A-P Percentage of (a) the principal portion of each Scheduled Payment
(without giving effect, prior to the Bankruptcy Coverage Termination Date,
to
any reductions thereof caused by any Debt Service Reductions or Deficient
Valuations) due on the Applicable Fraction of each Mortgage Loan in the related
Collateral Allocation Group on the related Due Date, (b) the Stated Principal
Balance of the Applicable Fraction of each Mortgage Loan in the related
Collateral Allocation Group that was repurchased by the Seller or an Originator
or purchased by the Master Servicer pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in connection with
any
Deleted Mortgage Loan in such Collateral Allocation Group received with respect
to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds
allocable to
30
recoveries
of principal of the Applicable Fraction of Mortgage Loans in the related
Collateral Allocation Group that are not yet Liquidated Mortgage Loans received
during the calendar month preceding the month of such Distribution Date, (e)
with respect to the Applicable Fraction of each Mortgage Loan in the related
Collateral Allocation Group that became a Liquidated Mortgage Loan during the
calendar month preceding the month of such Distribution Date, the amount of
Liquidation Proceeds allocable to principal received with respect to such
Mortgage Loan allocable to that Collateral Allocation Group during the calendar
month preceding the month of such Distribution Date with respect to such
Mortgage Loan and, if such Liquidated Mortgage Loan is an Additional Collateral
Mortgage Loan, the principal portion of the proceeds of any Additional
Collateral allocated to the Collateral Allocation Group, and (f) the Applicable
Fraction of all Principal Prepayments with respect to the Mortgage Loans in
the
related Collateral Allocation Group received during the related Prepayment
Period, and (ii) (A) any Subsequent Recoveries for such Loan Group received
during the calendar month preceding the month of such Distribution Date, or
(B)
with respect to Subsequent Recoveries attributable to the Applicable Fraction
of
a Discount Mortgage Loan in the related Collateral Allocation Group which
incurred (1) an Excess Loss or (2) a Realized Loss after the Senior Credit
Support Depletion Date, the Non-A-P Percentage of the Applicable Fraction of
any
Subsequent Recoveries on the Mortgage Loans related to such Collateral
Allocation Group received during the calendar month preceding the month of
such
Distribution Date.
Non-A-P
Percentage: As to the Applicable Fraction any Discount Mortgage
Loan in Collateral Allocation Group 1 or Collateral Allocation Group 3, a
fraction (expressed as a percentage) the numerator of which is the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is the Required
Coupon for such Collateral Allocation Group. As to any Non-Discount
Mortgage in Collateral Allocation Group 1 or Collateral Allocation Group 3
and
any Mortgage Loan or Applicable Fraction thereof in Collateral Allocation Group
2 or Collateral Allocation Group 4, 100%.
Non-A-P
Pool Balance: With respect to Collateral Allocation Group 1 and
Collateral Allocation Group 3 and any Due Date is equal to the excess, if any,
of (x) the Applicable Fraction of the aggregate Stated Principal Balance of
all
Mortgage Loans in the related Collateral Allocation Group over (y) the sum
of
the product of the A-P Percentage of the Applicable Fraction of the Stated
Principal Balance of each Discount Mortgage Loan in that Collateral Allocation
Group. The Non-A-P Pool Balance for Collateral Allocation Group 2 or
Collateral Allocation Group 4, and any Due Date is equal to the Applicable
Fraction of the aggregate Stated Principal Balance of all of the Collateral
Allocation Group 2 or Collateral Allocation Group 4, respectively.
Non-Book-Entry
Certificate: Any Certificate other than a Book-Entry
Certificate.
Non-Delay
Certificates: As specified in the Preliminary
Statement.
Non-Discount
Mortgage Loan: Any Mortgage Loan in Collateral Allocation Group 1
or Collateral Allocation Group 3 with an Net Mortgage Rate that is greater
than
or equal to the Required Coupon for that Collateral Allocation
Group. For the avoidance of doubt, all of the Mortgage Loans in
Collateral Allocation Group 2 and Collateral Allocation Group 4 are Non-Discount
Mortgage Loans.
31
Non-permitted
Foreign Holder: As defined in Section 3.03(f).
Non-U.S.
Person: Any person other than a “United States person” within the
meaning of Section 7701(a)(30) of the Code.
Nonrecoverable
Advance: Any portion of an Advance or Servicer Advance previously
made or proposed to be made by the Master Servicer and/or a Servicer (as
certified in an Officer’s Certificate of such Servicer), which in the good faith
judgment of such party, shall not be ultimately recoverable by such party from
the related Mortgagor, related Liquidation Proceeds or otherwise.
Notional
Amount: With respect to any Distribution Date and:
(i) the
Class 2-A-X Certificates, the product of (i) a fraction, the numerator of which
is the excess of (a) the weighted average of the Net Mortgage Rates for each
Mortgage Loan in Loan Group 1 with a Net Mortgage Rate greater than 6.00% (all
of which have been allocated to Collateral Allocation Group 2) as of the Due
Date in the preceding calendar month (after giving effect to prepayments
received in the related Prepayment Period) over (b) 6.00%, and the denominator
of which is 6.00% and (ii) the aggregate of the Stated Principal Balances of
each such Mortgage Loan with a Net Mortgage Rate greater than 6.00% as of that
Due Date (after giving effect to prepayments received in the related Prepayment
Period).
(ii) the
Class 3-A-24 Certificates, the Class Principal Balance of the Class
3-A-23 Certificates immediately prior to that Distribution Date.
(iii) the
Class 3-A-27 Certificates, the Class Principal Balance of the Class
3-A-28 Certificates immediately prior to that Distribution Date.
(iv) the
Class 3-A-31 Certificates, the Class Principal Balance of the Class
3-A-30 Certificates immediately prior to that Distribution Date.
(v)
the Class 3-A-34 Certificates, the Class Principal Balance of the
Class 3-A-33 Certificates immediately prior to that Distribution
Date.
(vi) the
Class 3-A-38 Certificates, the product of (i) a fraction, the
numerator of which is 0.25 and the denominator of which is 6.00, and (ii) the
Class Certificate Balance of the Class 3-A-37 Certificates immediately prior
to
such Distribution Date.
(vii)
the Class 3-A-40 Certificates, the product of (i) a fraction, the
numerator of which is 0.50 and the denominator of which is 6.00, and (ii) the
Class Certificate Balance of the Class 3-A-39 Certificates immediately prior
to
such Distribution Date.
(viii) the
Class 4-A-2 Certificates, the Class Principal Balance of the Class 4-A-1
Certificates immediately prior to that Distribution Date.
(ix) the
Class 4-A-5 Certificates, the Class Principal Balance of the Class
4-A-4 Certificates immediately prior to that Distribution Date.
32
(x) the
Class 4-A-X Certificates, an amount equal to the product of (i) a
fraction, the numerator of which is the excess of (a) the weighted average
of
the Net Mortgage Rates for each Mortgage Loan in Loan Group 2 with a Net
Mortgage Rate greater than 7.50% (all of which have been allocated to Collateral
Allocation Group 4) as of the Due Date in the preceding calendar month (after
giving effect to prepayments received in the related Prepayment Period) over
(b)
7.50%, and the denominator of which is 7.50% and (ii) the aggregate of the
Stated Principal Balances of each such Mortgage Loan with a Net Mortgage Rate
greater than 7.50% as of that Due Date (after giving effect to prepayments
received in the related Prepayment Period).
Notional
Amount Certificates: As specified in the Preliminary
Statement.
Offered
Certificates: As specified in the Preliminary
Statement.
Offering
Document: The Prospectus or the Memorandum, as
applicable.
Officer’s
Certificate: A certificate signed by two Authorized Officers of
the Depositor or the Chairman of the Board, any Vice Chairman, the President,
any Vice President or any Assistant Vice President of the Master Servicer or
the
Securities Administrator or in the case of any other Person, signed by an
authorized officer of such Person, and in each case delivered to the Trustee or
the Securities Administrator, as applicable signed by an authorized officer
of
that Person.
Officer’s
Certificate of a Servicer: A certificate (i) signed by the
Chairman of the Board, the Vice Chairman of the Board, the President, a Managing
Director, a Vice President (however denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of a Servicer, or (ii) if provided for herein, signed by a
Servicing Officer, as the case may be, and delivered to the Trustee, the
Securities Administrator or the Master Servicer, as required
hereby.
Opinion
of Counsel: A written opinion of counsel, reasonably acceptable
in form and substance to the Trustee, the Securities Administrator or the Master
Servicer, as required hereby, and who may be in-house or outside counsel to
the
Depositor, the Master Servicer, the Securities Administrator or the Trustee
but
which must be Independent outside counsel with respect to any such opinion
of
counsel concerning the transfer of any Residual Certificate or concerning
certain matters with respect to ERISA, or the taxation, or the federal income
tax status, of each REMIC.
Original
Applicable Credit Support Percentage: With respect to each of the
following Classes of Subordinated Certificates, the corresponding percentage
described below, as of the Closing Date:
|
Subordinated
Certificates
|
|||
|
Class
B-1
|
3.60%
|
||
|
Class
B-2
|
1.85%
|
||
|
Class
B-3
|
1.20%
|
||
|
Class
B-4
|
0.90%
|
||
33
|
Class
B-5
|
0.60%
|
||
|
Class
B-6
|
0.25%
|
||
Original
Subordinate Principal Balance: With respect to any Collateral
Allocation Group and any date of determination on or prior to a Senior
Termination Date, the Assumed Balance for that Collateral Allocation Group
as of
the Cut-off Date. With respect to any Loan Group and any date of
determination after the third Senior Termination Date, the aggregate Class
Principal Balance of the Subordinated Certificates as of the Closing
Date.
Originator: Any
one of First National Bank of Nevada, GreenPoint Mortgage Funding, Inc., IndyMac
Bank, F.S.B., Xxxxxx Xxxxxxx Credit Corporation, Quicken Loans, Inc., US Bank,
N.A. and Wachovia Mortgage Corporation, as applicable.
Outstanding
Certificate: Any Outstanding Exchangeable Certificate and
Outstanding Depositable Certificate.
Outstanding
Depositable Certificate: Any Depositable Certificate issued
hereunder; provided, however, that upon the exchange of any Depositable
Certificate pursuant to Section 4.03 hereof, the Depositable Certificate so
exchanged shall be deemed no longer to be an Outstanding Depositable
Certificate, and the Exchangeable Certificate issued in exchange therefore
shall
be deemed to be an Outstanding Exchangeable Certificate.
Outstanding
Exchangeable Certificate: Any Exchangeable Certificate issued hereunder;
provided, however, that upon the exchange of any Exchangeable Certificate
pursuant to Section 4.03 hereof, the Exchangeable Certificate so exchanged
shall
be deemed no longer to be an Oustanding Certificate, and each Depositable
Certificate issued in exchange therefore shall be deemed to be an Outstanding
Depositable Certificate.
Overcollateralization
Increase Amount: Not Applicable.
Overcollateralization
Release Amount: Not Applicable.
Overcollateralization
Target Amount: Not Applicable.
Overcollateralized
Amount: Not Applicable.
Overcollateralized
Group: As defined in Section 5.08 hereof.
Pass-Through
Rate: For any interest bearing Class of Certificates or
Component, the per annum rate set forth or calculated in the manner described
in
the Preliminary Statement.
Paying
Agent: Any paying agent appointed pursuant to
Section 3.08. The initial Paying Agent shall be the Securities
Administrator under this Agreement.
PCOAB: The
Public Company Accounting Oversight Board.
34
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 initial principal balance or notional
amount, as applicable, of such Certificate by the aggregate of the Class
Principal Balance or Notional Amount, as applicable, of all Certificates of
the
same Class.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i) obligations
of the United States or any agency thereof, provided that such obligations
are
backed by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency rating such paper, or such
lower rating as shall not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities, provided that the commercial paper
and/or long-term unsecured debt obligations of such depository institution
or
trust company (or in the case of the principal depository institution in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Xxxxx’x is not the applicable
Rating Agency) are then rated one of the two highest long-term and the highest
short-term ratings of each Rating Agency for such securities, or following
a
downgrade, withdrawal, or suspension of such institution’s rating, each account
should promptly (and in any case within not more than 10 calendar days) be
moved
to a qualifying institution or to one or more segregated trust accounts in
the
trust department of such institution, if permitted unless such lower ratings
as
shall not result in the downgrading or withdrawal of the ratings then assigned
to the Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;
(v) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation acceptable to the Rating Agencies at the time of the issuance of
such agreements, as evidenced by a signed writing delivered by each Rating
Agency;
35
(vi) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(vii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest ratings of each Rating Agency (except if the Rating Agency
is
Moody’s, such rating shall be the highest commercial paper rating of Moody’s for
any such series), or such lower rating as shall not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
(viii) interests
in any money market fund which at the date of acquisition of the interests
in
such fund and throughout the time such interests are held in such fund has
the
highest applicable rating by each Rating Agency rating such fund or such lower
rating as shall not result in a change in the rating then assigned to the
Certificates by each Rating Agency, as evidenced by a signed writing delivered
by each Rating Agency, including funds for which the Trustee, the Master
Servicer, the Securities Administrator or any of its Affiliates is investment
manager or adviser;
(ix) short-term
investment funds sponsored by any trust company or national banking association
incorporated under the laws of the United States or any state thereof which
on
the date of acquisition has been rated by each applicable Rating Agency in
their
respective highest applicable rating category or following a downgrade,
withdrawal, or suspension of such institution’s rating, each account should
promptly (and in any case within not more than 10 calendar days) be moved to
a
qualifying institution or to one or more segregated trust accounts in the trust
department of such institution, if permitted unless such lower rating as shall
not result in a change in the rating then specified stated maturity and bearing
interest or sold at a discount acceptable to each Rating Agency as shall not
result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed writing delivered
by each Rating Agency; and
(x) such
other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to the Rating Agencies as shall not result in
the
downgrading or withdrawal of the ratings then assigned to the Certificates
by
the Rating Agencies, as evidenced by a signed writing delivered by each Rating
Agency;
provided,
that no such instrument shall be a Permitted Investment if (i) such instrument
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument or (ii) such instrument would require
the
Depositor to register as an investment company under the Investment Company
Act
of 1940, as amended.
36
Person: Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: Any
employee benefit plan or other plan or arrangement subject to Section 406 of
ERISA or Section 4975 of the Code, including individual retirement accounts
and
annuities, Xxxxx plans and collective investment funds and separate accounts
in
which such plans, accounts or arrangements are invested.
Plan
Asset Regulations: The Department of Labor regulations set forth
in 29 C.F.R. §2510.3-101.
Planned
Balance: With respect to any group of Planned Principal Classes
or Components in the aggregate and any Distribution Date appearing in Schedule
B
hereto, the Aggregate Planned Balance for such group and Distribution
Date. With respect to any other Planned Principal Class or Component
and any Distribution Date appearing in Schedule B hereto, the applicable amount
appearing opposite such Distribution Date for such Class or
Component.
Planned
Principal Classes: As specified in the Preliminary
Statement.
Pool
Factor: With respect to each Loan Group and Distribution Date, the ten-digit
decimal that the Securities Administrator will compute for that Distribution
Date expressing the outstanding Stated Principal Balance of the Mortgage Loans
in that Loan Group as of the end of the Due Period related to the immediately
prior Distribution Date (after giving effect to the distributions made on that
Distribution Date) as a proportion of the Cut-off Date Loan Group Principal
Balance.
Prepayment
Interest Shortfall: With respect to each Mortgage Loan, the
amount of the shortfall in interest payable on such Mortgage Loan that occurs
as
a result of the prepayment by the related Mortgagor of such Mortgage Loan
calculated in accordance with formula set forth in the related Purchase and
Servicing Agreement.
Prepayment
Penalty: As to a Mortgage Loan, any penalty payable by a
Mortgagor in connection with certain partial prepayments and all prepayments
in
full made within the related Prepayment Penalty Period, the Prepayment Penalties
with respect to each applicable Mortgage Loan so held by the Trust Fund being
identified in the Prepayment Penalty Schedule.
Prepayment
Penalty Period: As to any Mortgage Loan, the period of time
during which a Prepayment Penalty may be imposed.
Prepayment
Penalty Schedule: As of any date, the list of Prepayment
Penalties included in the Trust Fund on that date (including the Prepayment
Penalty summary attached thereto). The Prepayment Penalty Schedule
shall set forth the following information with respect to each Prepayment
Penalty:
|
|
·
|
the
Mortgage Loan account number;
|
|
|
·
|
a
code indicating the type of Prepayment
Penalty;
|
37
|
|
·
|
the
state of origination in which the related Mortgage Property is
located;
|
|
|
·
|
the
first date on which a monthly payment is or was due under the related
Mortgage Note;
|
|
|
·
|
the
term of the Prepayment Penalty;
|
|
|
·
|
the
original principal amount of the related Mortgage Loan;
and
|
|
|
·
|
the
Cut-off Date Principal Balance of the related Mortgage
Loan.
|
The
Prepayment Penalty Schedule shall be amended from time to time by the Seller
in
accordance with this Agreement.
Prepayment
Period: With respect to any Mortgage Loan and any Distribution
Date, the calendar month preceding that Distribution Date.
Prepayment
Shift Percentage: With respect to any Distribution Date occurring
during the five years beginning on the first Distribution Date, 0%. Thereafter,
the Prepayment Shift Percentage for any Distribution Date occurring on or after
the fifth anniversary of the first Distribution Date will be as
follows: for any Distribution Date in the first year thereafter, 30%;
for any Distribution Date in the second year thereafter, 40%; for any
Distribution Date in the third year thereafter, 60%; for any Distribution Date
in the fourth year thereafter, 80%; for any Distribution Date thereafter,
100%.
Primary
Mortgage Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan.
Principal
Amount: Not Applicable.
Principal
Distribution Amount: Not Applicable.
Principal
Prepayment: Any payment of principal by a Mortgagor on a Mortgage
Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount 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.
Principal
Reductions: For each Collateral Allocation Group, the sum of the
Non-A-P Formula Principal Distribution Amount and the Non-A-P Percentage of
any
Realized Losses allocated to such Collateral Allocation Group.
Principal
Relocation Payment: A payment from any Collateral Allocation
Group to a Subsidiary REMIC Regular Interest other than a Regular Interest
corresponding to that Collateral Allocation Group as provided in the Preliminary
Statement. Principal Relocation Payments shall be made of principal
allocations comprising the Non-A-P Formula Principal Distribution
38
Amount
from a Collateral Allocation Group and shall include a proportionate allocation
of Realized Losses from the Mortgage Loans or Applicable Fractions thereof
related to such Collateral Allocation Group.
Principal
Remittance Amount: Not Applicable.
Principal
Transfer Amount: For any Distribution Date and for any
Undercollateralized Group, the excess, if any, of the aggregate Class Principal
Balance of such Undercollateralized Group immediately prior to such Distribution
Date, over the aggregate Stated Principal Balance of the related Collateral
Allocation Group immediately prior to such Distribution Date.
Priority
Amount: Not Applicable.
Priority
Percentage: Not Applicable.
Private
Certificate: As specified in the Preliminary
Statement.
Pro
Rata Portion: Not Applicable.
Pro
Rata Share: As to any Distribution Date, the Subordinated
Principal Distribution Amount for a Class of Subordinated Certificates, the
portion of the Subordinated Principal Distribution Amount allocable to such
Class, equal to the product of the Subordinated Principal Distribution Amount
on
such Distribution Date and a fraction, the numerator of which is the related
Class Principal Balance thereof and the denominator of which is the aggregate
of
the Class Principal Balances of the Subordinated Certificates.
Pro
Rata Subordinated Percentage: As to any Distribution Date and
Loan Group, 100% minus the Senior Percentage for such Distribution
Date.
Proceeding: Any
suit in equity, action at law or other judicial or administrative
proceeding.
Proprietary
Lease: With respect to any Cooperative Property, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.
Prospectus: The
Prospectus Supplement, together with the accompanying prospectus dated December
1, 2006, relating to the Offered Certificates.
Prospectus
Supplement: The prospectus supplement dated July 27, 2007 as
modified by the supplement to the prospectus supplement dated August 6, 2007,
relating to the Offered Certificates.
Purchase
and Servicing Agreements: Collectively, the mortgage loan
purchase and servicing agreements, each as amended by the related
Acknowledgement, listed in Exhibit E hereto, as each such agreement may be
amended or supplemented from time to time as permitted hereunder.
Purchase
Date: As defined in Section 7.01(c).
39
Purchase
Price: With respect to any Mortgage Loan required or permitted to
be purchased by the Seller or Depositor pursuant to this Agreement, or by the
related Originator or Servicer pursuant to the related Purchase and Servicing
Agreement, an amount equal to the sum of (i) 100% of the unpaid principal
balance of the Mortgage Loan on the date of such purchase and (ii) accrued
interest thereon at the applicable Net Mortgage Rate from the date through
which
interest was last paid by the Mortgagor to the Due Date in the month in which
the Purchase Price is to be distributed to Certificateholders, or such other
amount as may be specified in the related Purchase and Servicing Agreement
and
(iii) costs and damages incurred by the Trust Fund in connection with a
repurchase pursuant to Section 2.05 hereof that arises out of a violation of
any
predatory or abusive lending law with respect to the related Mortgage
Loan.
Quicken
Mortgage Loan: Each Mortgage Loan originated by Quicken Loans,
Inc. and listed on the Mortgage Loan Schedule.
Quicken
Purchase Agreement: The Mortgage Loan Purchase Agreement listed
in Exhibit E hereto between the Seller and Quicken Loans, Inc.
Rating
Agency: Each of the Rating Agencies specified in the Preliminary
Statement. If any 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 category of a Rating
Agency shall mean such rating category without giving effect to any
modifiers.
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of the related
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage Rate from the Due Date
as to
which interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the Due Date in the month in which Liquidation Proceeds
are required to be distributed on the Stated Principal Balance of such
Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation
Proceeds, if any, received during the month in which such liquidation occurred,
to the extent applied as recoveries of interest at the Net Mortgage Rate and
to
principal of the Liquidated Mortgage Loan. With respect to each
Mortgage Loan which has become the subject of a Deficient Valuation, if the
principal amount due under the related Mortgage Note has been reduced, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of
the
Mortgage Loan as reduced by the Deficient Valuation. With respect to
each Mortgage Loan which has become the subject of a Debt Service Reduction
and
any Distribution Date, the amount, if any, by which the principal portion of
the
related Scheduled Payment has been reduced.
To
the
extent the Master Servicer or a Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with respect
to
that Mortgage Loan will be reduced by such Subsequent Recoveries.
Recognition
Agreement: An agreement among a Cooperative Corporation, a lender
and a Mortgagor with respect to a Cooperative Loan whereby such parties (i)
acknowledge that such
40
lender
may make, or intends to make, such Cooperative Loan, and (ii) make certain
agreements with respect to such Cooperative Loan.
Recombination
Group: The Class or Classes of Depositable Certificates and the
related Class or Classes of Exchangeable Certificates included within any
particular “Recombination” specified in Schedule C.
Record
Date: As to any Distribution Date (i) with respect to the
Non-Delay Certificates, the last Business Day preceding such Distribution Date
(or the Closing Date, in the case of the first Distribution Date) unless such
Certificates shall no longer be Book-Entry Certificates, in which case the
Record Date shall be the last Business Day of the month preceding the month
of
such Distribution Date and (ii) in the case of the Delay Certificates (including
the Non-Delay Certificates that are subsequently reissued as Definitive
Certificates), the last Business Day of the month preceding the month of each
Distribution Date.
Redemption
Price: With respect to any Class of Certificates to be redeemed,
an amount equal to 100% of the related Class Principal Balance of the
Certificates to be so redeemed, together with interest on such amount at the
applicable Pass-Through Rate through the related Accrual Period (as increased
by
any Class Unpaid Interest Amounts), and including, in the case of the Redemption
Price payable in connection with the redemption and retirement of all of the
Certificates, the payment of all amounts (including, without limitation, all
previously unreimbursed Advances and Servicer Advances and accrued and unpaid
Servicing Fees) payable or reimbursable to the Trustee, the Securities
Administrator, the Master Servicer, the Servicers or each Custodian pursuant
to
this Agreement or the Purchase and Servicing Agreements, or the Custodial
Agreements (to the extent such amounts are not paid to each Custodian by the
Seller).
Refinancing
Mortgage Loan: Any Mortgage Loan originated in connection with
the refinancing of an existing mortgage loan.
Regular
Certificates: As specified in the Preliminary
Statement.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
Reimbursement
Amount: Not Applicable.
Relevant
Servicing Criteria: The Servicing Criteria applicable to the various
parties, as set forth on Exhibit O attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Master Servicer, the Securities Administrator, any Servicer
or
any Custodian, the term “Relevant Servicing Criteria” may refer to a portion of
the Relevant Servicing Criteria applicable to such parties.
41
Relief
Act: The Servicemembers’ Civil Relief Act (formerly known as the
Soldiers’ and Sailors’ Civil Relief Act of 1940), as amended, and any similar
state laws.
Relief
Act Shortfalls: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result
of
the application of the Relief Act, the amount, if any, by which
(i) interest collectible on such Mortgage Loan for the most recently ended
calendar month is less than (ii) interest accrued thereon for such month
pursuant to the Mortgage Note.
Relief
Act Reduction: A reduction in the amount of the monthly interest
payment on a Mortgage Loan pursuant to the Servicemembers’ Civil Relief
Act.
REMIC: Each
pool of assets in the Trust Fund designated as a REMIC as described in the
Preliminary Statement.
REMIC
1: As specified in the Preliminary Statement.
REMIC
1 Interest: As specified in the Preliminary
Statement.
REMIC
1 Regular Interest: As specified in the Preliminary
Statement.
REMIC
Provisions: The provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of the Code, and related provisions, and regulations, including
proposed regulations and rulings, and administrative pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
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 or otherwise treated as having been acquired pursuant to the
REMIC
Provisions.
Replacement
Mortgage Loan: A mortgage loan substituted by an Originator or
the Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for Release, (i) have a Stated Principal
Balance, after deduction of all Scheduled Payments due in the month of
substitution, not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan, (ii) if such Mortgage Loan is a fixed-rate Mortgage Loan, have
a
Mortgage Rate not less than (and not more than two percentage points greater
than) the mortgage rate of the Deleted Mortgage Loan, (iii) if such Mortgage
Loan is an adjustable-rate Mortgage Loan, have a Mortgage Rate not less than
(and not more than two percentage points greater than) the mortgage rate of
the
Deleted Mortgage Loan, (iv) have a Loan-to-Value Ratio equal to or less than
that of the Deleted Mortgage Loan, (v) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan, (vi) is otherwise acceptable to the Seller, (vii) if such Mortgage Loan
is
an adjustable-rate Mortgage Loan, have the same adjustment date as that of
the
Deleted Mortgage Loan, (viii) if such Mortgage Loan is an adjustable-rate
Mortgage Loan, have a minimum Mortgage Rate not less than that of the Deleted
Mortgage Loan, (ix) if such Mortgage Loan is an adjustable-rate Mortgage Loan,
have the same Index as that of the Deleted Mortgage Loan, (x) comply with all
of
the representations and warranties set forth in the related underlying servicing
agreement, as modified by any related
42
assignment
thereof, and (xi) shall be accompanied by an Opinion of Counsel that such
Replacement Mortgage Loan would not adversely affect the REMIC status of any
REMIC created hereunder or would not otherwise be prohibited by this Pooling
and
Servicing Agreement.
Replacement
Swap Counterparty Payment: Not Applicable.
Reportable
Event: As defined in Section 12.03 hereof.
Reporting
Party: The Depositor, any Originator, the Master Servicer, any
Custodian, any Servicer, any originator identified in the Prospectus Supplement,
any credit enhancement provider described herein and any other material
transaction party as may be mutually agreed between the Depositor and the Master
Servicer from time to time for the purpose of complying with the requirements
of
the Commission.
Reporting
Subcontractor: With respect to the Master Servicer, the
Securities Administrator or each Custodian, any Subcontractor determined by
such
Person pursuant to Section 12.08(b) to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation
AB. References to a Reporting Subcontractor shall refer only to the
Subcontractor of such Person and shall not refer to Subcontractors
generally.
Repurchase
Price: With respect to any Mortgage Loan purchased from the Trust
pursuant to Section 2.07 hereof, 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 Servicers or the Master Servicer
related to the Mortgage Loan.
Request
for Release: The Request for Release submitted by the applicable
Servicer to the Trustee or the applicable Custodian, as applicable,
substantially in the form of Exhibit M or the equivalent form under the
applicable Custodial Agreement.
Required
Coupon: With respect to the Collateral Allocation Group 1
Mortgage Loans, 5.50% per annum, with respect to the Collateral Allocation
Group
2 Mortgage Loans 6.00% per annum, with respect to the Collateral Allocation
Group 3 Mortgage Loans, 6.00% per annum and, with respect to the Collateral
Allocation Group 4 Mortgage Loans, 7.50% per annum.
Required
Distributions: Not Applicable.
Reserve
Fund: Not Applicable.
Reserve
Fund Deposit: Not Applicable.
Residual
Certificate: The Class A-R Certificates.
Responsible
Officer: With respect to the Trustee, any officer in the
corporate trust department or similar group of the Trustee 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. With respect to the Master Servicer, any officer in its
master servicing operations with
43
direct
responsibility for the Administration of this Agreement. With respect
to the Securities Administrator, any officer in the corporate trust department
or similar group of the Securities Administrator 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 defined in Section 5.02(e).
Restricted
Global Security: As defined in Section 3.01(c).
Reuters
Page LIBOR01: The display designated as “LIBOR01” on Reuters (or such other
page as may replace Reuters Page LIBOR01 on that service for the purpose of
displaying London interbank offered rates of major banks).
Rule
144A: Rule 144A under the Securities Act.
Xxxxxxxx-Xxxxx
Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by
the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification: A written certification covering the activities of
all Servicing Function Participants and signed by a senior officer of the Master
Servicer in charge of the master servicing function that complies with (i)
the
Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) Exchange
Act
Rules 13a-14(d) and 15d-14(d), as in effect from time to time.
Saxon
Serviced Mortgage Loan: Each Mortgage Loan serviced by Saxon
Mortgage Services, Inc. and listed on the Mortgage Loan Schedule.
Saxon
Servicing Agreement: The Servicing Agreement listed in Exhibit E
hereto between the Seller and Saxon Mortgage Services, Inc.
S&P: Standard
& Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. If
S&P is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 11.07 the address for notices to S&P shall be Standard
& Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage
Surveillance Monitoring, or such other address as S&P may hereafter furnish
to the Depositor and the Master Servicer.
Scheduled
Balances: Not Applicable.
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 in the related Purchase and Servicing Agreement,
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.
Scheduled
Principal Classes: As specified in the Preliminary
Statement.
44
Scheduled
Principal Distribution Amount: As to any Distribution Date and a
Collateral Allocation Group, an amount equal to the Non-A-P Percentage of all
amounts described in subclauses (a) through (d) of clause (i) of the definition
of “Non-A-P Formula Principal Amount” for such Distribution Date and such
Collateral Allocation Group; provided, however, that if a Bankruptcy Loss that
is an Excess Loss is sustained with respect to a Mortgage Loan in the related
Loan Group that is not a Liquidated Mortgage Loan, the Scheduled Principal
Distribution Amount for such Collateral Allocation Group will be reduced on
the
related Distribution Date by the applicable Non-A-P Percentage of the principal
portion of such Bankruptcy Loss based on the Applicable Fraction of such
Mortgage Loan.
Securities
Act: The Securities Act of 1933, as amended, and the rules and
regulations thereunder.
Securities
Administrator: Xxxxx Fargo Bank, National Association, not in its
individual capacity but solely as Securities Administrator, or any successor
in
interest, or if any successor Securities Administrator shall be appointed as
herein provided, then such successor Securities Administrator.
Securities
Administrator Compensation: With respect to any Securities Administrator
that is a successor to Xxxxx Fargo Bank, National Association as Securities
Administrator, the portion of the earnings on the funds on deposit in the
Distribution Account payable on each Distribution Date pursuant to Section
4.02(b)(ii) hereof agreed to by and between such Securities Administrator and
the successor master servicer; provided, that (x) such Securities Administrator
Compensation payable on each Distribution Date shall equal at least one day’s
earnings accrued since the prior Distribution Date and (y) the sum of such
Securities Administrator Compensation and the Master Servicer Compensation
payable on each Distribution Date shall not exceed the total earnings on the
funds on deposit in the Distribution Account payable on each Distribution Date
pursuant to Section 4.02(b)(ii) hereof earned since the prior Distribution
Date.
Seller: Xxxxxx
Xxxxxxx Mortgage Capital Holdings LLC, a New York limited liability
company.
Senior
Certificate Group: As specified in the Preliminary Statement.
Senior
Certificates: As specified in the Preliminary
Statement.
Senior
Credit Support Depletion Date: The date on which the aggregate
Class Principal Balance of the Subordinated Certificates have been reduced
to
zero.
Senior
Defaulted Swap Termination Payment: Not Applicable.
Senior
Enhancement Percentage: Not Applicable.
Senior
Interest Distribution Amount: Not Applicable.
Senior
Percentage: As to any Senior Certificate Group and Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate
of
the Class Principal Balances of each Class of Senior Certificates in that Senior
Certificate Group (other than the
45
related
Class of Class A-P Certificates and Notional Amount Certificates) immediately
prior to such Distribution Date and the denominator of which is the aggregate
of
the applicable Non-A-P Percentage of the Stated Principal Balance of each
Mortgage Loan or the Applicable Fraction thereof in the related Collateral
Allocation Group as of the Due Date occurring in the month prior to the month
of
such Distribution Date (after giving effect to prepayments received in the
Prepayment Period related to such prior Due Date); provided, however, that
on
any Distribution Date after the third Senior Termination Date, the Senior
Percentage for the Senior Certificates of the remaining Senior Certificate
Group
is the percentage equivalent of a fraction, the numerator of which is the
aggregate of the Class Principal Balances of each such Class of Senior
Certificates (other than the related Class of Class A-P Certificates and
Notional Amount Certificates) of such remaining Senior Certificate
Group immediately prior to such Distribution Date and the denominator is the
aggregate of the Class Principal Balances of all Classes of Certificates (other
than the related Class of Class A-P Certificates and related Classes of Notional
Amount Certificates), immediately prior to such Distribution Date.
Senior
Prepayment Percentage: As to an Senior Certificate Group and any
Distribution Date during the five years beginning on the first Distribution
Date, 100%. The Senior Prepayment Percentage for any Distribution
Date occurring on or after the fifth anniversary of the first Distribution
Date
will, except as provided herein, be as follows: for any Distribution Date in
the
first year thereafter, the related Senior Percentage plus 70% of the related
Subordinated Percentage for such Distribution Date; for any Distribution Date
in
the second year thereafter, the related Senior Percentage plus 60% of the
related Subordinated Percentage for such Distribution Date; for any Distribution
Date in the third year thereafter, the related Senior Percentage plus 40% of
the
related Subordinated Percentage for such Distribution Date; for any Distribution
Date in the fourth year thereafter, the related Senior Percentage plus 20%
of
the related Subordinated Percentage for such Distribution Date; and for any
Distribution Date thereafter, the related Senior Percentage for such
Distribution Date (unless on any Distribution Date the Senior Percentage exceeds
the initial Senior Percentage of such Senior Certificate Group, in which case
the Senior Prepayment Percentage for such Distribution Date will once again
equal 100%). Notwithstanding the foregoing, no decrease in any Senior
Prepayment Percentage will occur unless both of the Senior Step Down Conditions
are satisfied with respect to all Collateral Allocation Groups.
Senior
Principal Distribution Amount: As to any Distribution Date and
Senior Certificate Group, the sum of (i) the sum, not less than zero, of the
related Senior Percentage of the applicable Non-A-P Percentage of all amounts
described in subclauses (a) through (d) of clause (i) of the definition of
Non-A-P Formula Principal Amount with respect to the related Collateral
Allocation Group for such Distribution Date, (ii) with respect to any Mortgage
Loan in the related Loan Group that became a Liquidated Mortgage Loan during
the
calendar month preceding the month of such Distribution Date, the lesser of
(x)
the related Senior Percentage of the applicable Non-A-P Percentage of the Stated
Principal Balance of the Applicable Fraction of such Mortgage Loan and (y)
either (A) the related Senior Prepayment Percentage of the applicable Non-A-P
Percentage of the amount of the Liquidation Proceeds allocable to principal
received on the Applicable Fraction of the Mortgage Loan, or (B) if an Excess
Loss was sustained with respect to such Liquidated Mortgage Loan during such
prior calendar month, the related Senior Percentage, of the applicable Non-A-P
Percentage of the amount of the Liquidation Proceeds allocable to principal
received with respect to the Applicable Fraction of
46
such
Mortgage Loan, and (iii) the sum of (x) the related Senior Prepayment Percentage
of the applicable Non-A-P Percentage of the amounts described in subclause
(f)
of clause (i) of the definition of Non-A-P Formula Principal Amount with respect
to the related Collateral Allocation Group for such Distribution Date plus
(y)
the related Senior Prepayment Percentage of any Subsequent Recoveries described
in clause (ii) of the definition of Non-A-P Formula Principal Amount for such
Distribution Date; provided, however, that if a Bankruptcy Loss that is an
Excess Loss is sustained on a Mortgage Loan or the Applicable Fraction thereof
in the related Collateral Allocation Group that is not a Liquidated Mortgage
Loan, the Senior Principal Distribution Amount will be reduced on the related
Distribution Date by the related Senior Percentage of the applicable Non-A-P
Percentage of the principal portion of such Bankruptcy Loss; provided further,
however, on any Distribution Date after the third Senior Termination Date,
the
Senior Principal Distribution Amount for the remaining Senior Certificate Group
will be calculated pursuant to the above formula based on all the Mortgage
Loans, as opposed to the Mortgage Loans or Applicable Fractions thereof in
the
related Collateral Allocation Group and, if such Distribution Date is after
the
third Senior Termination Date, shall be reduced by the amount of the principal
distribution made pursuant to (a) if the Group 1 Senior Certificates are reduced
to zero on such date, Section 5.02(a)(1)(iv)(y), (b) if the Group 2 Senior
Certificates are reduced to zero on such date, Section 5.02(a)(2)(iv)(y), (c)
if
the Group 3 Senior Certificates are reduced to zero on such date, Section
5.02(a)(3)(iv)(y) or (d) if the Group 4 Senior Certificates are reduced to
zero
on such date, Section 5.02(a)(4)(iv)(y).
Senior
Step Down Conditions: With respect to all Mortgage Loans and any
Distribution Date: (i) the outstanding principal balance of all Mortgage Loans
delinquent 60 days or more on such Distribution Date (including any Mortgage
Loans in foreclosure, REO Property and Mortgage Loans the mortgagors of which
are in bankruptcy) (averaged over the preceding six month period), as a
percentage of (a) if such date is on or prior to the third Senior Termination
Date, the Subordinated Percentage for such Collateral Allocation Group of the
aggregate of the applicable Non-A-P Percentage of the aggregate Stated Principal
Balance of the Mortgage Loans or Applicable Fractions thereof in that Collateral
Allocation Group, or (b) if such date is after the third Senior Termination
Date, the aggregate Class Principal Balance of the Subordinated Certificates,
does not equal or exceed 50%, and (ii) cumulative Realized Losses on the
Mortgage Loans in each Loan Group as of such Distribution Date do not exceed:
(a) for the Distribution Date on the fifth anniversary of the first Distribution
Date, 30% of the Original Subordinate Principal Balance, (b) for the