MORGAN STANLEY CAPITAL I INC. Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities Administrator and LASALLE BANK NATIONAL ASSOCIATION Trustee and Custodian POOLING AND SERVICING AGREEMENT Dated as of May 1, 2007 MORGAN...
Exhibit
99.1
EXECUTION
COPY
XXXXXX
XXXXXXX CAPITAL I INC.
Depositor
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
Master
Servicer and Securities
Administrator
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
and
Custodian
___________________________
Dated
as
of May 1, 2007
___________________________
XXXXXX
XXXXXXX MORTGAGE LOAN TRUST 2007-8XS
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-8XS
|
TABLE
OF CONTENTS
|
|
|
Page
|
|
|
ARTICLE
I DEFINITIONS
|
3
|
|
Section
1.01. Definitions.
|
3
|
|
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
51
|
|
Section
2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
51
|
|
Section
2.02. Acceptance of Trust Fund by Trustee; Review of Documentation
for
Trust Fund.
|
54
|
|
Section
2.03. Representations and Warranties of the Depositor.
|
55
|
|
Section
2.04. Representations and Warranties of the Depositor and the Seller
as to
the Mortgage Loans.
|
57
|
|
Section
2.05. Representations and Warranties of the Seller; Discovery of
Breach;
Repurchase or Substitution of Mortgage Loans.
|
58
|
|
Section
2.06. Grant Clause.
|
62
|
|
Section
2.07. Depositor’s Option to Purchase Breached Mortgage
Loans.
|
63
|
|
Section
2.08. Release of Mortgage Documents for Servicing.
|
63
|
|
ARTICLE
III THE CERTIFICATES
|
63
|
|
Section
3.01. The Certificates.
|
63
|
|
Section
3.02. Registration.
|
64
|
|
Section
3.03. Transfer and Exchange of Certificates.
|
64
|
|
Section
3.04. Cancellation of Certificates.
|
68
|
|
Section
3.05. Replacement of Certificates.
|
68
|
|
Section
3.06. Persons Deemed Owners.
|
69
|
|
Section
3.07. Temporary Certificates.
|
69
|
|
Section
3.08. Appointment of Paying Agent.
|
69
|
|
Section
3.09. Book-Entry Certificates.
|
70
|
|
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
71
|
|
Section
4.01. Custodial Accounts; Distribution Account.
|
71
|
|
Section
4.02. Permitted Withdrawals from the Custodial Accounts and the
Distribution Account.
|
73
|
|
Section
4.03. Depositable and Exchangeable Certificates.
|
74
|
|
Section
4.04. [Reserved].
|
77
|
|
Section
4.05. Reports to Trustee and Certificateholders.
|
77
|
|
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
80
|
|
Section
5.01. Distributions Generally.
|
80
|
|
Section
5.02. Priorities of Distribution.
|
81
|
|
Section
5.03. Allocation of Principal Payments to Class A
Certificates.
|
85
|
|
Section
5.04. Allocation of Losses.
|
89
|
|
Section
5.05. Advances by the Master Servicer.
|
89
|
|
Section
5.06. Compensating Interest Payments.
|
90
|
|
Section
5.07. Policy Matters; Payments to the Certificate Insurer.
|
90
|
|
Section
5.08. [Reserved].
|
94
|
|
Section
5.09. Determination of Pass-Through Rates for LIBOR
Certificates.
|
94
|
|
Section
5.10 The Reserve Funds.
|
96
|
|
Section
5.11 The Corridor Contract
|
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 the 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
|
|
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 Redemption of Trust Fund.
|
124
|
|
Section
7.03. Additional Trust Fund Termination Requirements.
|
125
|
|
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
126
|
ii
|
Section
8.01. Limitation on Rights of Holders.
|
126
|
|
Section
8.02. Access to List of Holders.
|
127
|
|
Section
8.03. Acts of Holders of Certificates.
|
127
|
|
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
SERVICER
|
128
|
|
Section
9.01. Duties of the Master Servicer; Enforcement of Servicers’ and Master
Servicer’s Obligations.
|
128
|
|
Section
9.02. Assumption of Master Servicing by Trustee.
|
131
|
|
Section
9.03. Representations and Warranties of the Master
Servicer.
|
132
|
|
Section
9.04. Compensation to the Master Servicer.
|
133
|
|
Section
9.05. Merger or Consolidation.
|
134
|
|
Section
9.06. Resignation of Master Servicer and Securities
Administrator.
|
134
|
|
Section
9.07. Assignment or Delegation of Duties by the Master Servicer
and
Securities Administrator.
|
135
|
|
Section
9.08. Limitation on Liability of the Master Servicer and
Others.
|
136
|
|
Section
9.09. Indemnification; Third-Party Claims.
|
136
|
|
Section
9.10. Eligibility Requirements for Securities
Administrator.
|
137
|
|
Section
9.11. Annual Statement as to Compliance.
|
137
|
|
ARTICLE
X REMIC ADMINISTRATION
|
138
|
|
Section
10.01. REMIC Administration.
|
138
|
|
Section
10.02. Prohibited Transactions and Activities.
|
141
|
|
Section
10.03. Indemnification with Respect to Prohibited Transactions
or Loss of
REMIC Status.
|
141
|
|
Section
10.04. REO Property.
|
142
|
|
Section
10.05. Fidelity.
|
143
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
143
|
|
Section
11.01. Binding Nature of Agreement; Assignment.
|
143
|
|
Section
11.02. Entire Agreement.
|
143
|
|
Section
11.03. Amendment.
|
143
|
|
Section
11.04. Voting Rights.
|
144
|
|
Section
11.05. Provision of Information.
|
145
|
|
Section
11.06. Governing Law.
|
145
|
|
Section
11.07. Notices.
|
146
|
|
Section
11.08. Severability of Provisions.
|
146
|
|
Section
11.09. Indulgences; No Waivers.
|
146
|
|
Section
11.10. Headings Not To Affect Interpretation.
|
146
|
|
Section
11.11. Benefits of Agreement.
|
146
|
|
Section
11.12. Special Notices to the Rating Agencies and Certificate
Insurer.
|
147
|
|
Section
11.13. Conflicts.
|
147
|
|
Section
11.14. Counterparts.
|
147
|
|
Section
11.15. No Petitions.
|
148
|
iii
|
Section
11.16. Indemnification by Trust.
|
148
|
|
ARTICLE
XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
|
148
|
|
Section
12.01. Rights of the Certificate Insurer to Exercise Rights of
Holders of
Class A-1-W and Class A-3-W Certificates.
|
148
|
|
Section
12.02. [Reserved]
|
148
|
|
Section
12.03. Effect of Payments by the Certificate Insurer;
Subrogation.
|
148
|
|
Section
12.04. Notices and Information to the Certificate Insurer.
|
149
|
|
Section
12.05. Trustee to Hold Certificate Policy.
|
149
|
|
Section
12.06. Class A-1-W and Class A-3-W Premium Payments.
|
149
|
|
Section
12.07. Certificate Insurer as Third Party Beneficiary.
|
150
|
|
ARTICLE
XIII EXCHANGE ACT REPORTING
|
150
|
|
Section
13.01. Filing Obligations.
|
150
|
|
Section
13.02. Form 10-D Reporting.
|
152
|
|
Section
13.03. Form 8-K Reporting.
|
153
|
|
Section
13.04. Form 10-K Reporting.
|
154
|
|
Section
13.05. Xxxxxxxx-Xxxxx Certification.
|
156
|
|
Section
13.06. Reports on Assessment of Compliance and
Attestation.
|
156
|
|
Section
13.07. Use of Subcontractors.
|
157
|
|
Section
13.08. Indemnification by the Master Servicer and the Securities
Administrator.
|
158
|
|
Section
13.09. Indemnification by the Custodian.
|
160
|
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
|
Form
of Class A-1-W and Class A-3-W Policy
|
|
Exhibit
E
|
List
of Purchase and Servicing Agreements
|
|
Exhibit
F
|
Corridor
Contract Confirmation
|
|
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 May 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 the custodian (the “Custodian”)
and XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its separate capacities as master
servicer (the “Master Servicer”), as securities administrator (the “Securities
Administrator”) and, in its capacity as Securities Administrator, as auction
administrator (the “Auction Administrator”) and acknowledged by XXXXXX XXXXXXX
MORTGAGE CAPITAL INC., 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 two real estate mortgage investment
conduits (or in the alternative, “REMIC 1” 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, the Corridor
Contract and the assets held in the Reserve Funds. 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 the Master
REMIC. The Master REMIC will consist of the REMIC 1 Interests and
will be evidenced by the Master REMIC Interests (other than the Class R2
Interests), which will constitute the regular interests in the Master REMIC
and
the Class R2 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 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
The
REMIC
1 Interests, each of which (except for the Class R1 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
1
Interest
|
Initial
Principal
Balance
|
Interest
Rate
|
Corresponding
Master
REMIC
Interests
|
|
1-A-1
|
(1)
|
(2)
|
Class
MR-A-1-1
|
|
1-A-1-M
|
(1)
|
(2)
|
Class
MR-A-1-M-1
|
|
1-A-1-W
|
(1)
|
(2)
|
Class
MR-A-1-W
|
|
1-A-2
|
(1)
|
(2)
|
Class
MR-A-2-1
|
|
1-A-3-W
|
(1)
|
(2)
|
Class
MR-A-3-W
|
|
1-A-4-1
|
(1)
|
(2)
|
Class
MR-A-4-1
|
|
1-A-4-2
|
(1)
|
(2)
|
Class
MR-A-4-4
|
|
1-M-1
|
(1)
|
(2)
|
Class
MR-M-1
|
|
1-M-2
|
(1)
|
(2)
|
Class
MR-M-2
|
|
1-M-3
|
(1)
|
(2)
|
Class
MR-M-3
|
|
1-M-4
|
(1)
|
(2)
|
Class
MR-M-4
|
|
1-M-5
|
(1)
|
(2)
|
Class
MR-M-5
|
|
1-M-6
|
(1)
|
(2)
|
Class
MR-M-6
|
|
1-B-1
|
(1)
|
(2)
|
Class
MR-B-1
|
|
1-B-2
|
(1)
|
(2)
|
Class
MR-B-2
|
|
1-B-3
|
(1)
|
(2)
|
Class
MR-B-3
|
|
1-OC
|
(1)
|
(2)
|
Class
MR-OC
|
|
1-P
|
$1,000
|
(3)
|
Class MR-P
|
|
1-$100
|
$100(1)
|
7.117%
|
Class A-R
|
|
R1
|
(4)
|
N/A(4)
|
N/A
|
_______________
|
(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
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 Net WAC Pass-Through Rate.
|
|
(3)
|
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.
|
|
(4)
|
The
R1 Interest is the sole Class of residual interest in REMIC
1. It pays no interest or
principal.
|
2
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-A-1-1
|
$132,086,000.00
|
(1)
|
|
Class
MR-A-1-2
|
$132,086,000.00(2)
|
(3)
|
|
Class
MR-A-1-M-1
|
$11,000,000.00
|
(4)
|
|
Class
MR-A-1-M-2
|
$11,000,000.00(5)
|
(6)
|
|
Class
MR-A-1-W
|
$50,000,000.00
|
(7)
|
|
Class
MR-A-2-1
|
$52,491,000.00
|
(8)
|
|
Class
MR-A-2-2
|
$52,491,000.00(9)
|
(10)
|
|
Class
MR-A-2-3
|
$52,491,000.00(9)
|
(11)
|
|
Class
MR-A-3-W
|
$53,510,000.00
|
(12)
|
|
Class
MR-A-4-1
|
$210,708,928.00
|
(13)
|
|
Class
MR-A-4-2
|
$210,708,928.00(14)
|
(15)
|
|
Class
MR-A-4-3
|
$210,708,928.00(14)
|
(16)
|
|
Class
MR-A-4-4
|
$25,286,928.00
|
(17)
|
|
Class
MR-A-4-5
|
$235,994,000.00
(18)
|
(19)
|
|
Class
MR-A-4-6
|
$235,994,000.00
(18)
|
(20)
|
|
Class
MR-M-1
|
$12,768,000.00
|
(21)
|
|
Class
MR-M-2
|
$7,254,000.00
|
(22)
|
|
Class
MR-M-3
|
$3,482,000.00
|
(23)
|
|
Class
MR-M-4
|
$3,192,000.00
|
(24)
|
|
Class
MR-M-5
|
$2,031,000.00
|
(25)
|
|
Class
MR-M-6
|
$2,031,000.00
|
(26)
|
|
Class
MR-B-1
|
$2,032,000.00
|
(27)
|
|
Class
MR-B-2
|
$2,031,000.00
|
(28)
|
|
Class
MR-B-3
|
$2,901,000.00
|
(29)
|
|
Class
MR-P
|
$1,000.00
|
(30)
|
|
Class
MR-OC
|
(31)
|
(31)
|
|
Class
A-R
|
$100(32)
|
6.69690%
|
__________________________________________
|
(1)
|
The
Pass-Through Rate for the Class MR-A-1-1 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 5.50000% and (ii) the Net WAC Pass-Through
Rate
in respect of the Class A-1 Certificates. For each Distribution
Date, following the allocation of scheduled principal, prepayments
and
Realized Losses, the Class MR-A-1-1 Interests will have a principal
balance equal to that of the Class A-1
Certificates.
|
|
(2)
|
The
Class MR-A-1-2 Interests will have a notional balance equal to that
of the
Class 1-A-1 Interests.
|
3
|
(3)
|
The
Pass-Through Rate for the Class MR-A-1-2 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the excess of: (i) the lesser of (a) 6.00000% and (b) the
Net WAC
Pass-Through Rate in respect of the Class A-1 Certificates, over
(ii)
5.50000%.
|
|
(4)
|
The
Pass-Through Rate for the Class MR-A-1-M-1 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 5.50000% and (ii) the Net WAC Pass-Through
Rate
in respect of the Class A-1-M Certificates. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-A-1-M-1 Interests will
have
a principal balance equal to that of the Class A-1-M
Certificates.
|
|
(5)
|
The
Class MR-A-1-M-2 Interests will have a notional balance equal to
that of
the Class 1-A-1-M Interests.
|
|
(6)
|
The
Pass-Through Rate for the Class MR-A-1-M-2 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the excess of: (i) the lesser of (a) 6.00000% and (b) the
Net WAC
Pass-Through Rate in respect of the Class A-1-M Certificates, over
(ii)
5.50000%.
|
|
(7)
|
The
Pass-Through Rate for the Class MR-A-1-W Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 5.52772% and (ii) the Net WAC Pass-Through
Rate
in respect of the Class A-1-W Certificates. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-A-1-W Interests will
have a
principal balance equal to that of the Class A-1-W
Certificates.
|
|
(8)
|
The
Pass-Through Rate for the Class MR-A-2-1 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 5.50000% and (ii) the Net WAC Pass-Through
Rate
in respect of the Class A-2 Certificates. For each Distribution
Date, following the allocation of scheduled principal, prepayments
and
Realized Losses, the Class MR-A-2-1 Interests will have a principal
balance equal to that of the Class A-2
Certificates.
|
|
(9)
|
The
Class MR-A-2-2 and MR-A-2-3 Interests will have a notional balance
equal
to that of the Class 1-A-2
Interests.
|
|
(10)
|
The
Pass-Through Rate for the Class MR-A-2-2 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the excess of: (i) the lesser of (a) 6.00000% and (b) the
Net WAC
Pass-Through Rate in respect of the Class A-2 Certificates, over
(ii)
5.75000%.
|
|
(11)
|
The
Pass-Through Rate for the Class MR-A-2-3 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the excess of: (i) the lesser of (a) 5.75000% and (b) the
Net WAC
Pass-Through Rate in respect of the Class A-2 Certificates, over
(ii)
5.50000%.
|
4
|
(12)
|
The
Pass-Through Rate for the Class MR-A-3-W Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 6.00000% and (ii) the Net WAC Pass-Through
Rate
in respect of the Class A-3-W Certificates. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-A-3-W Interests will
have a
principal balance equal to that of the Class A-3-W
Certificates.
|
|
(13)
|
The
Pass-Through Rate for the Class MR-A-4-1 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the least of (i) LIBOR + 0.400%, (ii) 7.00000% and (iii)
the Net
WAC Pass-Through Rate in respect of the Class A-4
Certificates. For each Distribution Date, following the
allocation of scheduled principal, prepayments and Realized Losses,
the
Class MR-A-4-1 Interests will have a principal balance equal to the
product of: (i) 25, divided by 28, and (ii) the principal balance
of the
Class A-4 Certificates.
|
|
(14)
|
The
Class MR-A-4-2 and Class MR-A-4-3 Interests will have a notional
balance
equal to that of the Class 1-A-4-1
Interests.
|
|
(15)
|
The
Pass-Through Rate for the Class MR-A-4-2 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the excess: (i) of the least of (a) LIBOR + 0.530%, (b)
7.00000%
and (c) Net WAC Pass-Through Rate in respect of the Class A-4
Certificates, over (ii) the least of (a) LIBOR + 0.400% (b) 7.00000%
and
(c) Net WAC Pass-Through Rate in respect of the Class A-4
Certificates.
|
|
(16)
|
The
Pass-Through Rate for the Class MR-A-4-3 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the excess of (i) the product of: (a) three divided by 25,
and
(b) the least of (1) LIBOR + 0.530%, (2) and 7.00000% (3) the Net
WAC
Pass-Through Rate in respect of the Class A-4 Certificates, over
(ii) the
excess of (a) LIBOR over (b) 5.72%.
|
|
(17)
|
The
Class MR-A-4-4 Interests will not bear interest. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-A-4-1 Interests will
have a
principal balance equal to the product of: (i) three, divided by
28, and
(ii) the principal balance of the Class A-4
Certificates.
|
|
(18)
|
The
Class MR-A-4-5 and Class MR-A-4-6 Interests will have a notional
balance
equal to the sum of the Class 1-A-4-1 and Class 1-A-4-2
Interests.
|
|
(19)
|
The
Pass-Through Rate for the Class MR-A-4-5 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the excess: (i) of the lesser of (a) 5.720000% and (b) the
Net
WAC Pass-Through Rate minus .540%, over (ii)
LIBOR.
|
|
(20)
|
The
Pass-Through Rate for the Class MR-A-4-6 Interests for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (a) .010000% and (b) the Net WAC Pass-Through
Rate
in respect of the Class A-8
Certificates.
|
5
|
(21)
|
The
Pass-Through Rate for the Class MR-M-1 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 0.400%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class M-1 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-M-1 Interests will
have a
principal balance equal to that of the Class M-1
Certificates.
|
|
(22)
|
The
Pass-Through Rate for the Class MR-M-2 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 0.450%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class M-2 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-M-2 Interests will
have a
principal balance equal to that of the Class M-2
Certificates.
|
|
(23)
|
The
Pass-Through Rate for the Class MR-M-3 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 0.550%, (ii) the Net WAC Pass-Through Rate in
respect of the Class M-3 Certificates and (iii) 11.00000%. For
each Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-M-3 Interests will
have a
principal balance equal to that of the Class M-3
Certificates.
|
|
(24)
|
The
Pass-Through Rate for the Class MR-M-4 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 1.000%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class M-4 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-M-4 Interests will
have a
principal balance equal to that of the Class M-4
Certificates.
|
|
(25)
|
The
Pass-Through Rate for the Class MR-M-5 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 1.500%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class M-5 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-M-5 Interests will
have a
principal balance equal to that of the Class M-5
Certificates.
|
|
(26)
|
The
Pass-Through Rate for the Class MR-M-6 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 1.750%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class M-6 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-M-6 Interests will
have a
principal balance equal to that of the Class M-6
Certificates.
|
6
|
(27)
|
The
Pass-Through Rate for the Class MR-B-1 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 2.2500%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class B-1 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-B-1 Interests will
have a
principal balance equal to that of the Class B-1
Certificates.
|
|
(28)
|
The
Pass-Through Rate for the Class MR-B-2 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 2.2500%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class B-2 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-B-2 Interests will
have a
principal balance equal to that of the Class B-2
Certificates.
|
|
(29)
|
The
Pass-Through Rate for the Class MR-B-3 Interests for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 2.2500%, (ii) the Net WAC Pass-Through Rate in respect
of the
Class B-3 Certificates and (iii) 11.00000%. For each
Distribution Date, following the allocation of scheduled principal,
prepayments and Realized Losses, the Class MR-B-3 Interests will
have a
principal balance equal to that of the Class B-3
Certificates.
|
|
(30)
|
The
Class MR-P Interests 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 MR-P
Interests will be entitled to 100% of the monies distributed in respect
of
the Class 1-P Interest.
|
|
(31)
|
For
each Interest Accrual Period and for all federal income tax purposes,
the
Class MR-OC Interests will represent two classes of regular interests
issued by the Master REMIC, (i) a class that has a principal balance
equal
to the Overcollateralized Amount as of the Closing Date and bears
interests at the Net WAC Pass-Through Rate and (ii) a regular interest
that accrues a specified portion of the interest on the REMIC 1 Interests
(other than the Class 1-P, Class 1-$100, Class 1-OC and Class R-1
Interests) equal to the excess of the Net WAC Pass-Through Rate over
the
weighted average interest rate of the REMIC 1 Regular Interests (other
than the Class 1-P and Class R-1 Interests), with each such Class
subject
to a cap equal to the Pass-Through Rate of the corresponding Master
REMIC
Class.
|
|
(32)
|
The
Class A-R Certificates represent the sole Class of residual interest
in
each REMIC.
|
The
ES
Trust
The
following table sets forth characteristics of the ES Trust Certificates (except
for the Class A-R Certificates, which are not ES Trust Certificates), together
with the minimum denominations and integral multiples in excess thereof in
which
such Classes shall be issuable
7
(except
that 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
A-1
|
$132,086,000.00
|
(2)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0
|
|
Class
A-1-M
|
$11,000,000.00
|
(3)
|
$25,000.00
|
$1,000.00
|
MR-A-1-M-1,
MR-A-1-M-2
|
|
Class
A-1-W
|
$50,000,000.00
|
(4)
|
$25,000.00
|
$1,000.00
|
MR-A-1-W
|
|
Class
A-2
|
$52,491,000.00
|
(5)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0, XX-X-0-0
|
|
Class
A-3-W
|
$53,510,000.00
|
(6)
|
$25,000.00
|
$1,000.00
|
MR-A-3-W
|
|
Class
A-4
|
$235,994,000.00
|
(7)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0, XX-X-0-0, XX-X-0-0, XX-X-0-0, XX-X-0-0
|
|
Class
A-5
|
$235,994,000.00
|
(8)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0, XX-X-0-0, XX-X-0-0
|
|
Class
A-6
|
(9)
|
(10)
|
$100,000.00(11)
|
$1,000.00(11)
|
XX-X-0-0,
XX-X-0-0
|
|
Class
A-7
|
$235,994,000.00
|
(12)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0, XX-X-0-0, XX-X-0-0, XX-X-0-0
|
|
Class
A-8
|
(9)
|
(13)
|
$100,000.00(11)
|
$1,000.00(11)
|
MR-A-4-6
|
|
Class
A-9
|
$235,994,000.00
|
(14)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0, XX-X-0-0, XX-X-0-0, XX-X-0-0
|
|
Class
A-10
|
(9)
|
(15)
|
$100,000.00(11)
|
$1,000.00(11)
|
MR-A-4-5
|
|
Class
A-11
|
$210,708,928.00
|
(16)
|
$25,000.00
|
$1,000.00
|
MR-A-4-1
|
|
Class
A-12
|
$25,285,072.00
|
(17)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0, XX-X-0-0, XX-X-0-0,
|
|
Class
A-13
|
$132,086,000.00
|
(18)
|
$25,000.00
|
$1,000.00
|
MR-A-1-1
|
|
Class
A-14
|
(9)
|
(19)
|
$100,000.00(11)
|
$1,000.00(11)
|
MR-A-1-2
|
|
Class
A-15
|
$11,000,000.00
|
(20)
|
$25,000.00
|
$1,000.00
|
MR-A-1-M-1
|
|
Class
A-16
|
(9)
|
(21)
|
$100,000.00(11)
|
$1,000.00(11)
|
MR-A-1-M-2
|
|
Class
A-17
|
$52,491,000.00
|
(22)
|
$25,000.00
|
$1,000.00
|
MR-A-2-1
|
|
Class
A-18
|
(9)
|
(23)
|
$100,000.00(11)
|
$1,000.00(11)
|
XX-X-0-0,
XX-X-0-0
|
|
Class
A-19
|
$52,491,000.00
|
(24)
|
$25,000.00
|
$1,000.00
|
XX-X-0-0,
XX-X-0-0
|
|
Class
A-20
|
$143,086,000.00
|
(25)
|
$25,000.00
|
$1,000.00
|
MR-A-2-3
|
|
Class A-R
(26)
|
$100.00
|
6.69690%
|
(27)
|
(27)
|
MR-$100
|
|
Class
M-1
|
$12,768,000.00
|
(28)
|
$25,000.00
|
$1,000.00
|
MR-M-1
|
|
Class
M-2
|
$7,254,000.00
|
(29)
|
$25,000.00
|
$1,000.00
|
MR-M-2
|
|
Class
M-3
|
$3,482,000.00
|
(30)
|
$25,000.00
|
$1,000.00
|
MR-M-3
|
|
Class
M-4
|
$3,192,000.00
|
(31)
|
$25,000.00
|
$1,000.00
|
MR-M-4
|
8
|
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
M-5
|
$2,031,000.00
|
(32)
|
$25,000.00
|
$1,000.00
|
MR-M-5
|
|
Class
M-6
|
$2,031,000.00
|
(33)
|
$25,000.00
|
$1,000.00
|
MR-M-6
|
|
Class
B-1
|
$2,032,000.00
|
(34)
|
$25,000.00
|
$1,000.00
|
MR-B-1
|
|
Class
B-2
|
$2,031,000.00
|
(35)
|
$25,000.00
|
$1,000.00
|
MR-B-2
|
|
Class
B-3
|
$2,901,000.00
|
(36)
|
$25,000.00
|
$1,000.00
|
MR-B-3
|
|
Class
P
|
$1,000.00
|
(37)
|
$1,000.00
|
N/A
|
MR-P
|
|
Class
OC
|
(38)
|
(38)
|
(39)
|
(39)
|
MR-OC
|
__________________________________________
|
(1)
|
For
federal income tax purposes, 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”.
|
|
(2)
|
The
Pass-through Rate for the Class A-1 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 5.75000% and (ii) the related Net WAC Pass-Through
Rate.
The Pass-Through Rate for the Class A-1 Certificates for the first
Interest Accrual Period will be a per annum rate of
5.75000%.
|
|
(3)
|
The
Pass-through Rate for the Class A-1-M Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 5.75000% and (ii) the related Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class A-1-M Certificates
for the first Interest Accrual Period will be a per annum rate of
5.75000%.
|
|
(4)
|
The
Pass-Through Rate for the Class A-1-W Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 5.52772% and (ii) the related Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class A-1-W Certificates
for the first Interest Accrual Period will be a per annum rate of
5.52772%.
|
|
(5)
|
The
Pass-Through Rate for the Class A-2 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 6.00000% and (ii) the related Net WAC Pass-Through
Rate.
The Pass-Through Rate for the Class A-2 Certificates for the first
Interest Accrual Period will be a per annum rate of
6.00000%.
|
|
(6)
|
The
Pass-Through Rate for the Class A-3-W Certificates for the Interest
Accrual Period related to any Distribution Date will be a per annum
rate
equal to the lesser of (i) 6.00000% and (ii) the related Net WAC
Pass-Through Rate. The Pass-Through Rate for the Class A-3-W Certificates
for the first Interest Accrual Period will be a per annum rate of
6.00000%.
|
9
|
(7)
|
The
Pass-Through Rate for the Class A-4 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 6.26000% and (ii) the related Net WAC Pass-Through
Rate.
The Pass-Through Rate for the Class A-4 Certificates for the first
Interest Accrual Period will be a per annum rate of
6.26000%.
|
|
(8)
|
The
Pass-Through Rate for the Class A-5 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) one-month LIBOR + 0.53%, subject to a maximum rate
of
6.25000% and to a minimum rate of 0.53000% and (ii) the related Net
WAC
Pass-Through Rate. The Pass-Through Rate for the Class A-5 Certificates
for the first Interest Accrual Period will be a per annum rate of
5.8500%.
|
|
(9)
|
The
Class A-6, Class A-8, Class A-10, Class A-14, Class A-16 and Class
A-18
Certificates will be Notional Amount Certificates, will have no Class
Principal Balances and will bear interest on their respective initial
Notional Amounts (initially, $235,994,000, $235,994,000, $235,994,000,
$5,503,583, $458,333 and $4,374,250 or $2,187,125,
respectively).
|
|
(10)
|
The
Pass-Through Rate for the Class A-6 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the excess of (i) the lesser of (a) 5.73000% and (b) the related
Net WAC
Pass-Through Rate over (ii) one-month LIBOR, in each case subject
to a
maximum rate of 5.73000% and to a minimum rate of 0.01000%. The
Pass-Through Rate for the Class A-6 Certificates for the first Interest
Accrual Period will be a per annum rate of
0.4100%.
|
|
(11)
|
Minimum
denomination is based on the Notional Amount of such
Class.
|
|
(12)
|
The
Pass-Through Rate for the Class A-7 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 6.25000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-7 Certificates for
the first Interest Accrual Period will be a per annum rate of
6.25000%.
|
|
(13)
|
The
Pass-Through Rate for the Class A-8 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 0.01000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-8 Certificates for
the first Interest Accrual Period will be a per annum rate of
0.01000%.
|
|
(14)
|
The
Pass-Through Rate for the Class A-9 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) one-month LIBOR + 0.54%, subject to a maximum rate
of
6.26000% and to a minimum rate of 0.54000% and (ii) the related Net
WAC
Pass-Through Rate. The Pass-Through Rate for the Class A-9 Certificates
for the first Interest Accrual Period will be a per annum rate of
5.8600%.
|
10
|
(15)
|
The
Pass-Through Rate for the Class A-10 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) the lesser of (a) 5.72000% and (b) the related
Net WAC
Pass-Through Rate over (ii) one-month LIBOR, subject to a maximum
rate of
5.72000% and to a minimum rate of 0.00000%. The Pass-Through
Rate for the Class A-10 Certificates for the first Interest Accrual
Period
will be a per annum rate of
0.40000%.
|
|
(16)
|
The
Pass-Through Rate for the Class A-11 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) one-month LIBOR + 0.40%, subject to a maximum rate
of
7.00000% and to a minimum rate of 0.40000% and (ii) the related Net
WAC
Pass-Through Rate. The Pass-Through Rate for the Class A-11
Certificates for the first Interest Accrual Period will be a per
annum
rate of 5.72000%.
|
|
(17)
|
The
Pass-Through Rate for the Class A-12 Certificates for the Interest
Accrual
Period related to any Distribution Date with respect to which the
weighted
average of the Net Mortgage Rates of the Mortgage Loans is greater
than
one-month LIBOR + 0.40% but is less than 6.25% will be a per annum
rate
equal to the sum of (i) the product of (a) 8.33333312 and (b) the
excess,
if any, of the related Net WAC Pass-Through Rate over one-month LIBOR,
and
(ii) the excess, if any, of (a) the related Net WAC Pass-Through
Rate over
(b) 3.00000000. The Pass-Through Rate for the Class A-12 Certificates
for
the Interest Accrual Period related to any Distribution Date with
respect
to which the weighted average of the Net Mortgage Rates of the Mortgage
Loans is greater than one-month LIBOR + 0.40% and equal to or greater
than
6.25% will be a per annum rate equal to the excess, if any, of (i)
the
lesser of (a) 54.99999876% and (b) the product of 8.00000000 and
the
related Net WAC Pass-Through Rate over (ii) the product of (a) 8.33333312
and (b) one-month LIBOR, subject to a maximum per annum rate of
54.99999876% and to a minimum per annum rate of 0.00000%. The Pass-Through
Rate for the Class A-12 Certificates for the Interest Accrual Period
related to any Distribution Date with respect to which the weighted
average of the Net Mortgage Rates of the Mortgage Loans is less than
or
equal to one-month LIBOR + 0.40% and less than 6.25% will be a per
annum
rate equal to the related Net WAC Pass-Through Rate. The Pass-Through
Rate
for the Class A-12 Certificates for the Interest Accrual Period related
to
any Distribution Date with respect to which the weighted average
of the
Net Mortgage Rates of the Mortgage Loans is less than or equal to
one-month LIBOR + 0.40% but is equal to or greater than 6.25% will
be a
per annum rate equal to the excess, if any, of (i) 6.25% over (ii)
the
product of (a) 8.33333312 and (b) the excess, if any, of the related
Net
WAC Pass-Through Rate over 6.25%. The Pass-Through Rate for the
Class A-12 Certificates for the first Interest Accrual Period will
be a
per annum rate of 10.66667%.
|
|
(18)
|
The
Pass-Through Rate for the Class A-13 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 5.50000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-13 Certificates for
the first Interest Accrual Period will be a per annum rate of
5.50000%.
|
11
|
(19)
|
The
Pass-Through Rate for the Class A-14 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 6.00000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-14 Certificates for
the first Interest Accrual Period will be a per annum rate of
6.00000%.
|
|
(20)
|
The
Pass-Through Rate for the Class A-15 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 5.50000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-15 Certificates for
the first Interest Accrual Period will be a per annum rate of
5.50000%.
|
|
(21)
|
The
Pass-Through Rate for the Class A-16 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 6.00000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-16 Certificates for
the first Interest Accrual Period will be a per annum rate of
6.00000%.
|
|
(22)
|
The
Pass-Through Rate for the Class A-17 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 5.50000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-17 Certificates for
the first Interest Accrual Period will be a per annum rate of
5.50000%.
|
|
(23)
|
The
Pass-Through Rate for the Class A-18 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 6.00000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-18 Certificates for
the first Interest Accrual Period will be a per annum rate of
6.00000%.
|
|
(24)
|
The
Pass-Through Rate for the Class A-19 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 5.75000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-19 Certificates for
the first Interest Accrual Period will be a per annum rate of
5.75000%.
|
|
(25)
|
The
Pass-Through Rate for the Class A-20 Certificates for the Interest
Accrual
Period related to any Distribution Date will be a per annum rate
equal to
the lesser of (i) 5.75000% and (ii) the related Net WAC Pass-Through
Rate. The Pass-Through Rate for the Class A-20 Certificates for
the first Interest Accrual Period will be a per annum rate of
5.75000%.
|
|
(26)
|
The
Class A-R Certificates represent the sole Class of residual interest
in
each REMIC. [THE CLASS A-R CERTIFICATES ARE LISTED HERE FOR
ADMINISTRATIVE CONVENIENCE ONLY AND ARE NOT AN INTEREST IN THE CLASS
ES
TRUST].
|
12
|
(27)
|
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.
|
|
(28)
|
The
Pass-Through Rate for the Class M-1 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 0.400%, (ii) the related Net WAC Pass-Through Rate and
(iii)
11.00000%. Beginning with the Interest Accrual Period related
to the Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class M-1 Certificates
will be a per annum rate equal to the least of (i) LIBOR + 0.600%,
(ii)
the related Net WAC Pass-Through Rate and (iii) 11.00000%. The
Pass-Through Rate for the Class M-1 Certificates for the first Interest
Accrual Period will be a per annum rate of
5.7200%.
|
|
(29)
|
The
Pass-Through Rate for the Class M-2 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 0.450%, (ii) the related Net WAC Pass-Through Rate and
(iii)
11.00000%. Beginning with the Interest Accrual Period related
to the Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class M-2 Certificates
will be a per annum rate equal to the least of (i) LIBOR
+ 0.675%, (ii) the related Net WAC Pass-Through Rate and (iii)
11.00000%. The Pass-Through Rate for the Class M-2 Certificates
for the first Interest Accrual Period will be a per annum rate of
5.7700%.
|
|
(30)
|
The
Pass-Through Rate for the Class M-3 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 0.550%, (ii) the related Net WAC Pass-Through Rate
and (iii) 11.00000%. Beginning with the Interest Accrual Period
related to the Distribution Date immediately following the Initial
Optional Termination Date, the Pass-Through Rate for the Class M-3
Certificates will be a per annum rate equal to the least of (i) LIBOR
+
0.8250%, (ii) the related Net WAC Pass-Through Rate and (iii)
11.00000%. The Pass-Through Rate for the Class M-3 Certificates
for the first Interest Accrual Period will be a per annum rate of
5.8700%.
|
|
(31)
|
The
Pass-Through Rate for the Class M-4 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 1.000%, (ii) the related Net WAC Pass-Through Rate and
(iii)
11.00000%. Beginning with the Interest Accrual Period related
to the Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class M-4 Certificates
will be a per annum rate equal to the least of (i) LIBOR + 1.50%,
(ii) the
related Net WAC Pass-Through Rate and (iii) 11.00000%. The
Pass-Through Rate for the Class M-4 Certificates for the first Interest
Accrual Period will be a per annum rate of
6.3200%.
|
|
(32)
|
The
Pass-Through Rate for the Class M-5 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 1.500%, (ii) the related Net
|
13
|
|
WAC
Pass-Through Rate and (iii) 11.00000%. Beginning with the
Interest Accrual Period related to the Distribution Date immediately
following the Initial Optional Termination Date, the Pass-Through
Rate for
the Class M-5 Certificates will be a per annum rate equal to the
least of
(i) LIBOR + 2.250%, (ii) the related Net WAC Pass-Through Rate
and (iii) 11.00000%. The Pass-Through Rate for the Class M-5
Certificates for the first Interest Accrual Period will be a per
annum
rate of 6.69690%.
|
|
(33)
|
The
Pass-Through Rate for the Class M-6 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 1.750%, (ii) the related Net WAC Pass-Through Rate and
(iii)
11.00000%. Beginning with the Interest Accrual Period related
to the Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class M-6 Certificates
will be a per annum rate equal to the least of (i) LIBOR + 2.6250%,
(ii)
the related Net WAC Pass-Through Rate and (iii) 11.00000%. The
Pass-Through Rate for the Class M-6 Certificates for the first Interest
Accrual Period will be a per annum rate of
6.69690%.
|
|
(34)
|
The
Pass-Through Rate for the Class B-1 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 2.2500%, (ii) the related Net WAC Pass-Through Rate and
(iii)
11.00000%. Beginning with the Interest Accrual Period related
to the Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class B-1 Certificates
will be a per annum rate equal to the least of (i) LIBOR + 3.3750%,
(ii)
the related Net WAC Pass-Through Rate and (iii) 11.00000%. The
Pass-Through Rate for the Class B-1 Certificates for the first Interest
Accrual Period will be a per annum rate of
6.69690%.
|
|
(35)
|
The
Pass-Through Rate for the Class B-2 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 2.2500%, (ii) the related Net WAC Pass-Through Rate and
(iii)
11.00000%. Beginning with the Interest Accrual Period related
to the Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class B-2 Certificates
will be a per annum rate equal to the least of (i) LIBOR + 3.3750%,
(ii)
the related Net WAC Pass-Through Rate and (iii) 11.00000%. The
Pass-Through Rate for the Class B-2 Certificates for the first Interest
Accrual Period will be a per annum rate of
6.69690%.
|
|
(36)
|
The
Pass-Through Rate for the Class B-3 Certificates for the Interest
Accrual
Period related to any Distribution Date on or prior to the first
related
Optional Termination Date will be a per annum rate equal to the least
of
(i) LIBOR + 2.2500%, (ii) the related Net WAC Pass-Through Rate and
(iii)
11.00000%. Beginning with the Interest Accrual Period related
to the Distribution Date immediately following the Initial Optional
Termination Date, the Pass-Through Rate for the Class B-3 Certificates
will be a per annum rate equal to the least of (i) LIBOR + 3.3750%,
(ii)
the related Net WAC Pass-Through Rate and (iii) 11.00000%. The
Pass-Through Rate for the Class B-3 Certificates for the first Interest
Accrual Period will be a per annum rate of
6.69690%.
|
14
|
(37)
|
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.
|
|
(38)
|
For
each Interest Accrual Period and for all federal income tax purposes,
the
Class OC Certificates will represent two classes of regular interests
issued by the Master REMIC, (i) a class that does not accrue interest
and
has a principal balance equal to the Overcollateralized Amount as
of the
Closing Date and (ii) a regular interest that accrues a specified
portion
of the interest on the REMIC 1 Interests (other than the Class 1-P
and
Class R-1 Interests) equal to the excess of the Net WAC Pass-Through
Rate
over the product of two and the weighted average interest rate of
the
REMIC 1 Regular Interests (other than the Class 1-P and Class R-1
Interests), with each such Class other than the Class 1-Accrual Interest
subject to a cap equal to the Pass-Through Rate of the corresponding
Master REMIC Class and the Class 1-Accrual Interest subject to a
cap of
0.00%. The Pass-Through Rate of the Class OC Certificates shall
be a rate sufficient to entitle it to all interest accrued on the
Mortgage
Loans, less the interest accrued on the other interests issued by
the
Master REMIC. The Class OC Distributable Amount for any
Distribution Date is payable from current interest on the Mortgage
Loans
and any OC Release Amount for that Distribution Date. The Class
OC Certificates will represent beneficial ownership of a regular
interest
issued by the Master REMIC, subject to the obligation to make payments
in
respect of Basis Risk Carry Forward Amounts to the
Certificates. For federal income tax purposes, the Class OC
Certificateholders’ obligation to make payments of Basis Risk Carry
Forward Amounts to the Certificates will be treated as payments made
pursuant to an interest rate cap contract written by the Class OC
Certificateholders in favor of
Certificates.
|
|
(39)
|
The
Class OC Certificates will be issued as a single Class of
Certificates.
|
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 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.
15
Set
forth
below are designations of Classes or Components of Certificates and other
defined terms to the categories used herein:
|
Accretion
Directed Certificates
|
None.
|
||||
|
Accretion
Directed Components
|
None.
|
||||
|
Accrual
Certificates
|
None.
|
||||
|
Accrual
Components
|
None.
|
||||
|
Book-Entry
Certificates
|
All
Classes of Certificates other than the Definitive
Certificates.
|
||||
|
Class
A
Certificates
|
The
Class A-1, Class A-1-M, Class A-1-W, Class A-2, Class A-3-W, Class
A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16,
Class
A-17, Class A-18, Class A-19 and Class A-20
Certificates.
|
||||
|
Class
B
Certificates
|
Class
B-1, Class B-2 and Class B-3 Certificates.
|
||||
|
Class
M
Certificates
|
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
|
||||
|
Class
M Senior
Certificates
|
Class
M-1, Class M-2 and Class M-3 Certificates.
|
||||
|
Class
P
Certificates
|
Class
P Certificates.
|
||||
|
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
|
The
Class A-1, Class A-1-M, Class A-2 and Class A-4
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
|
The
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16,
Class
A-17, Class A-18, Class A-19 and Class A-20
Certificates.
|
|
Floating
Rate
Certificates
|
The
Class A-5, Class A-8, Class A-9 and Class A-11 Certificates and
Subordinated Certificates.
|
|
Senior
Certificates
|
The
Class A and Class A-R Certificates.
|
|
Subordinated
Certificates
|
Class
M and Class B Certificates.
|
|
Inverse
Floating Rate Certificates
|
The
Class A-6, Class A-10 and Class A-12 Certificates
|
|
LIBOR
Certificates
|
Floating
Rate Certificates and Inverse Floating Rate
Certificates.
|
|
Non-Delay
Certificates
|
The
LIBOR Certificates.
|
|
Notional
Amount Certificates
|
The
Class A-6, Class A-8, Class A-10, Class A-14, Class A-16 and Class
A-18
Certificates.
|
|
Notional
Amount Components
|
None.
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private
Certificates.
|
|
Planned
Principal
Classes
|
None.
|
|
Principal
Only
Certificates
|
None.
|
|
Private
Certificates
|
Class
P and Class OC Certificates.
|
|
Rating
Agencies
|
S&P
and Xxxxx’x.
|
|
Regular
Certificates
|
All
Classes of Certificates, other than the Residual
Certificates.
|
|
Residual
Certificates
|
Class A-R
Certificates.
|
2
|
Scheduled
Principal Classes
|
None.
|
|
Targeted
Principal
Classes
|
None.
|
|
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.
ARTICLE
I
DEFINITIONS
|
|
Section
1.01. Definitions.
|
The
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
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: Not applicable.
Accrual
Amount: Not applicable.
Accrual
Certificates: As specified in the Preliminary
Statement.
Accrual
Components: As specified in the Preliminary
Statement.
Accrual
Termination
Date: Not applicable.
Acknowledgements: The
Assignment, Assumption and Recognition Agreements, each dated as of May 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.
3
Additional
Collateral
Mortgage Loan: Each Mortgage Loan identified as such in the
Mortgage Loan Schedule.
Additional
Form 10-D
Disclosure: As defined in Section 13.02 hereof.
Additional
Form 10-K
Disclosure: As defined in Section 13.04 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 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.
4
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: Not 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.
American
Home Mortgage
Loan: Each Mortgage Loan originated by American Home Mortgage
Corporation and listed on the Mortgage Loan Schedule.
American
Home Purchase
Agreement: The Mortgage Loan Purchase Agreement listed in
Exhibit E hereto between the Seller and American Home Mortgage
Corporation.
Amount
Held for Future
Distribution: As to any Distribution Date, 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 and (ii) all Scheduled Payments
due after the related Due Date.
Applied
Loss
Amount: As to any Distribution Date, with respect to the
Subordinated Certificates and the Class OC Certificates, the excess, if any,
of
(i) the aggregate Class Principal Balances of the Certificates, after giving
effect to all Realized Losses with respect to the Mortgage Loans during the
Due
Period for such Distribution Date and payments of principal on such Distribution
Date over (ii) the aggregate Stated Principal Balance of the Mortgage Loans
for
such Distribution Date.
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.
5
Assets: As
such term is used with respect to any Auction, as defined in Section 7.01(b)
hereof.
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.
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.
Auction: As
defined in Section 7.01(b) hereof.
Auction
Administrator: The Securities Administrator, or any successor
in interest, or if any successor Auction Administrator shall be appointed as
herein provided, then such successor Auction Administrator.
Auction
Date: As defined in Section 7.01(b) hereof.
Auction
Excess
Proceeds: With respect to an Auction Sale, the excess of the
Mortgage Loan Auction Price paid by the Auction Purchaser over the Minimum
Bid
Price.
Auction
Purchaser: As defined in Section 7.01(b)
hereof. For the avoidance of doubt, the Auction Purchaser cannot be
the Seller or an Affiliate of the Seller.
Auction
Sale: As defined in Section 7.01(b) hereof.
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.
6
Available
Distribution
Amount: For any Distribution Date and the Certificates, the
sum of the following amounts:
(1) the
total amount of all cash received by or on behalf of each Servicer with respect
to the Mortgage Loans serviced by it and received by the Master Servicer by
the
related Servicer Remittance Date and not previously distributed (including
Liquidation Proceeds, Subsequent Recoveries, condemnation proceeds and Insurance
Proceeds with respect to the Mortgage Loans), except:
|
|
·
|
all
scheduled payments of principal and related interest collected on
the
Mortgage Loans but due on a date after the related Due
Date;
|
|
|
·
|
all
partial Principal Prepayments received with respect to the Mortgage
Loans
after the related Prepayment Period, together with all related interest
accrued on such Mortgage Loans;
|
|
|
·
|
all
Prepayment Penalties received in connection with the Mortgage
Loans;
|
|
|
·
|
all
Principal Prepayments in Full received with respect to the Mortgage
Loans
after the related Prepayment Period, together with all related interest
accrued on such Mortgage Loans;
|
|
|
·
|
Liquidation
Proceeds, condemnation proceeds and Insurance Proceeds received on
such
Mortgage Loans after the previous calendar
month;
|
|
|
·
|
all
amounts reimbursable to a Servicer pursuant to the terms of the related
Purchase and Servicing Agreement or this Agreement, as applicable,
or to
the Master Servicer, the Securities Administrator, the Trustee and/or
the
Custodian pursuant to the terms of this
Agreement;
|
|
|
·
|
reinvestment
income on the balance of funds, if any, in the Custodial Accounts
or
Distribution Account; and
|
|
|
·
|
any
fees payable to the Servicers and the Master Servicer, in each case
with
respect to the Mortgage Loans;
|
(2) all
Advances on the Mortgage Loans made by each Servicer and/or the Master Servicer
for that Distribution Date;
(3) any
amounts paid as Compensating Interest with respect to the Mortgage Loans by
each
Servicer and/or the Master Servicer for that Distribution Date;
(4) the
total amount of any cash deposited in the Distribution Account in connection
with the repurchase of any Mortgage Loans by the Depositor, the Seller or the
related Originator; and
(5) in
the case of the first Distribution Date, the $100 plus interest deposited in
respect of the Class A-R Certificates.
7
Available
Funds: Not applicable.
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.
Basic
Principal Distribution
Amount: For any Distribution Date will equal the excess of the Principal
Remittance Amount over
the Excess Subordinated Amount.
Basis
Risk Carry Forward
Amount: With respect to any Class of Certificates and any
Distribution Date on which the Pass-Through Rate for that Class of Certificates
is limited to the Net WAC Pass-Through Rate, an amount equal to the sum of
(i)
the excess of (x) the amount of interest such Class of Certificates would have
been entitled to receive on such Distribution Date if the Net WAC Pass-Through
Rate had not been applicable to such Class on such Distribution Date over (y)
the amount of interest accrued on such Distribution Date at the Net WAC
Pass-Through Rate and (ii) the related Basis Risk Carry Forward Amount for
the
previous Distribution Date not previously distributed together with interest
thereon at a rate equal to the related Pass-Through Rate for such Class of
Certificates for the most recently ended Interest Accrual Period. The preceding
sentence notwithstanding, the following are additional limitations to the
Pass-Through Rates for certain Classes of Certificates and the amount of Basis
Risk Carry Forward Amounts that those Classes of Certificates can
accrue:
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-4 Certificates
and
the maximum per annum rate at which the Class A-4 Certificates can
accrue
Basis Risk Carry Forward Amounts are 6.26% per
annum.
|
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-5 Certificates
and
the maximum per annum rate at which the Class A-5 Certificates can
accrue
Basis Risk Carry Forward Amounts are 6.25% per
annum.
|
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-6 Certificates
and
the maximum per annum rate at which the Class A-6 Certificates can
accrue
Basis Risk Carry Forward Amounts are 5.73% per
annum.
|
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-8 Certificates
and
the maximum per annum rate at which the Class A-8 Certificates can
accrue
Basis Risk Carry Forward Amounts are 3.76% per
annum.
|
8
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-9 Certificates
and
the maximum per annum rate at which the Class A-9 Certificates can
accrue
Basis Risk Carry Forward Amounts are 6.26% per
annum.
|
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-10 Certificates
and the maximum per annum rate at which the Class A-10 Certificates
can
accrue Basis Risk Carry Forward Amounts are 5.72% per
annum.
|
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-11 Certificates
and the maximum per annum rate at which the Class A-11 Certificates
can
accrue Basis Risk Carry Forward Amounts are 7.00% per
annum.
|
|
|
·
|
both
the maximum per annum Pass-Through Rate for the Class A-12 Certificates
and the maximum per annum rate at which the Class A-12 Certificates
can
accrue Basis Risk Carry Forward Amounts are 54.99999876% per
annum.
|
|
|
·
|
both
the maximum per annum Pass-Through Rate for each Class of Subordinated
Certificates and the maximum per annum rate at which each Class of
Subordinated Certificates can accrue Basis Risk Carry Forward Amounts
are
11.00% per annum.
|
Basis
Risk Carry Forward
Reserve Fund: A Reserve Fund established by the Securities
Administrator on behalf of the Trustee for the benefit of the Holders of the
Certificates. The Basis Risk Carry Forward Reserve Fund is an
“outside Reserve Fund” within the meaning of Treasury regulation Section
1.860G-2(h), which is not an asset of any REMIC, ownership of which is evidenced
by the Class OC Certificates, and which is established and maintained pursuant
to Section 5.10.
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.
9
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 or Minnesota, are authorized or obligated
by
law or executive order to be closed. In addition, solely for purposes of the
Class A-1-W and Class A-3-W Policy and any claims thereunder, “Business Day” is
a day other than (i) a Saturday or a Sunday or (ii) a day on which the
office of the Certificate Insurer, 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 or Minnesota, are authorized
or
obligated by law or executive order to be closed.
Central
Serviced Mortgage
Loan: Each Mortgage Loan serviced by Central Mortgage Company
and listed on the Mortgage Loan Schedule.
Central
Servicing
Agreement: The Servicing Agreement listed in Exhibit E hereto
between the Seller and GMAC Mortgage, LLC, the terms and conditions by which
Central Mortgage Company agrees to abide with respect to the servicing of any
Central Serviced Mortgage Loan.
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 other than a Class OC
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 hereof, (B) minus the sum of (i) all
distributions of principal previously made with respect thereto, and (ii) with
respect to the Subordinated Certificates only, all Applied Loss Amounts
allocated thereto and all other reductions in Certificate Balance previously
allocated thereto pursuant to Section 5.04 hereof. Exclusively for
the purpose of determining any subrogation rights of the Certificate Insurer
arising under Section 5.07 hereof, “Certificate Balance” of the Class A-1-W and
Class A-3-W Certificates shall be deemed to not be reduced by any principal
amounts paid to the Holder of the Class A-1-W and Class A-3-W Certificates
from
Certificate Insurance Payments, unless such amounts have been reimbursed to
the
Certificate Insurer pursuant to the Section 5.02. No individual Class
OC Certificate has a Certificate Balance.
Certificate
Insurance
Account: The account established pursuant to Section 5.07.
Certificate
Insurance
Payment: Any payment made by the Certificate Insurer with respect to the
Class A-1-W or Class A-3-W Certificates under the Class A-1-W and Class A-3-W
Policy.
Certificate
Insurer:
MBIA Insurance Corporation, a subsidiary of MBIA Inc., organized and created
under the laws of the State of New York, or any successor thereto.
Certificate
Insurer Contact
Person: As defined in Section 5.07.
Certificate
Insurer
Default: As defined in Section 5.07.
10
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 13.05 hereof.
Certifying
Person: As defined in Section 13.05 hereof.
Class: All
Certificates bearing the same Class designation as set forth in the Preliminary
Statement.
Class
A Interest
Distribution Amount: The Senior Interest Distribution
Amount.
Class
A Reserve
Fund: A Reserve Fund established by the Securities
Administrator on behalf of the trustee of the Supplemental Interest Trust for
the benefit of the Holders of the Class A-4, Class A-5, Class A-8 and Class
A-9
Certificates. The Class A Reserve Fund is an “outside Reserve Fund”
within the meaning of Treasury regulation Section 1.860G-2(h), which is an
asset
of the Supplemental Interest Trust and is not an asset of any REMIC, ownership
of which is evidenced by the Class A-4, Class A-5, Class A-8 and Class A-9
Certificates and which is established and maintained pursuant to Section
5.10.
Class
A-1-W and Class A-3-W
Policy: The irrevocable Certificate Guaranty Insurance Policy, No.
496870, including any endorsements thereto, issued by the Certificate Insurer
for the benefit of the Holders of the Class A-1-W and Class A-3-W Certificates,
any endorsements thereto, a form of which is attached hereto as Exhibit
D.
Class
A-1-W
Premium: With respect to the Class A-1-W Certificates, the
Class A-1-W and Class A-3-W Policy and any Distribution Date, an amount equal
to
the product of (i) one-twelfth (1/12) of 0.12% and (ii) the Class Principal
Balance of the Class A-1-W Certificates immediately prior to such Distribution
Date.
Class
A-1-W and Class A-3-W
Premium: Collectively, for any Distribution Date, the Class
A-1-W Premium and the Class A-3-W Premium, in each case for that Distribution
Date.
Class
A-3-W
Premium: With respect to the Class A-3-W Certificates, the
Class A-1-W and Class A-3-W Policy and any Distribution Date, an amount equal
to
the product of (i) one-twelfth (1/12) of 0.12% and (ii) the Class Principal
Balance of the Class A-3-W Certificates immediately prior to such Distribution
Date.
11
Class
B
Certificates: As specified in the Preliminary
Statement.
Class
B-1 Principal
Distribution Amount: With respect to the Class B-1
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount and the Class M-6 Principal
Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event
is
not in effect for that Distribution Date, the lesser of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4
Principal Distribution Amount, the Class M-5 Principal Distribution
Amount
and the Class M-6 Principal Distribution Amount;
and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class B-1 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates
and the
Class M Certificates (after taking into account the payment of the
Class
A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class
M-6
Principal Distribution Amounts for such Distribution Date) over (B)
the
lesser of (i) the aggregate Stated Principal Balance of the Mortgage
Loans
as of the last day of the related Due Period multiplied by 95.70%
and (ii)
the amount, if any, by which (x) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period exceeds
(y) $2,031,220.
|
Class
B-2 Principal
Distribution Amount: With respect to the Class B-2
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal
Distribution Amount and the Class B-1 Principal Distribution Amount or (ii)
on
or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4
Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount and the Class
B-1
Principal Distribution Amount; and
|
12
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class B-2 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates,
the
Class M Certificates and the Class B-1 Certificates (after taking
into
account the payment of the Class A, Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5, Class M-6 and Class B-1 Principal Distribution Amounts
for
such Distribution Date) over (B) the lesser of (i) the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period multiplied by 96.40% and (ii) the amount, if any, by which
(x)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period exceeds (y)
$2,031,220.
|
Class
B-3 Principal
Distribution Amount: With respect to the Class B-3
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal
Distribution Amount, the Class B-1 Principal Distribution Amount and the Class
B-2 Principal Distribution Amount or (ii) on or after the Stepdown Date if
a
Trigger Event is not in effect for that Distribution Date, the lesser
of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4
Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount, the Class B-1
Principal Distribution Amount and the Class B-2 Principal Distribution
Amount; and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class B-3 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates,
the
Class M Certificates and the Class B-1 and Class B-2 Certificates
(after
taking into account the payment of the Class A, Class M-1, Class
M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class B-1 and Class B-2
Principal Distribution Amounts for such Distribution Date) over (B)
the
lesser of (i) the aggregate Stated Principal Balance of the Mortgage
Loans
as of the last day of the related Due Period multiplied by 97.40%
and (ii)
the amount, if any, by which (x) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period exceeds
(y) $2,031,220.
|
Class
Interest
Shortfall: Not applicable.
Class
M Certificates:
As specified in the Preliminary Statement.
Class
M Senior
Certificates: As specified in the Preliminary Statement.
13
Class
M-1 Principal
Distribution Amount: With respect to the Class M-1
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount or (ii) on or
after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount;
and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class M-1 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates
(after
taking into account the payment of the Senior Principal Distribution
Amount for such Distribution Date) over (B) the lesser of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period multiplied by 88.80% and (ii) the amount,
if
any, by which (x) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period exceeds (y)
$2,031,220.
|
Class
M-2 Principal
Distribution Amount: With respect to the Class M-2
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount and the Class
M-1
Principal Distribution Amount or (ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount and the
Class M-1
Principal Distribution Amount; and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class M-2 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates
and the
Class M-1 Certificates (after taking into account the payment of
the Class
A and Class M-1 Principal Distribution Amounts for such Distribution
Date)
over (B) the lesser of (i) the aggregate Stated Principal Balance
of the
Mortgage Loans as of the last day of the related Due Period multiplied
by
91.30% and (ii) the amount, if any, by which (x) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period exceeds (y) $2,031,220.
|
Class
M-3 Principal
Distribution Amount: With respect to the Class M-3
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount, the Class M-1
Principal Distribution Amount and the Class M-2 Principal Distribution Amount
or
(ii) on or after the Stepdown Date if a Trigger Event is not in effect for
that
Distribution Date, the lesser of:
14
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
M-1
Principal Distribution Amount and the Class M-2 Principal Distribution
Amount; and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class M-3 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates
and the
Class M-1 and Class M-2 Certificates (after taking into account the
payment of the Class A, Class M-1 and Class M-2 Principal Distribution
Amounts for such Distribution Date) over (B) the lesser of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period multiplied by 92.50% and (ii) the amount,
if
any, by which (x) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period exceeds (y)
$2,031,220.
|
Class
M-4 Principal
Distribution Amount: With respect to the Class M-4 Certificates and any
Distribution Date (i) prior to the Stepdown Date or on or after the Stepdown
Date if a Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date remaining after distribution
of
the Senior Principal Distribution Amount, the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount and the Class M-3 Principal
Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event
is
not in effect for that Distribution Date, the lesser of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount
and the Class M-3 Principal Distribution Amount;
and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class M-4 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates
and the
Class M Senior Certificates (after taking into account the payment
of the
Class A, Class M-1, Class M-2 and Class M-3 Principal Distribution
Amounts
for such Distribution Date) over (B) the lesser of (i) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the
related Due Period multiplied by 93.60% and (ii) the amount, if any,
by
which (x) the aggregate Stated Principal Balance of the Mortgage
Loans as
of the last day of the related Due Period exceeds (y)
$2,031,220.
|
Class
M-5 Principal
Distribution Amount: With respect to the Class M-5
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
15
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount and the Class
M-4
Principal Distribution Amount; and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class M-5 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates,
the
Class M Senior Certificates and the Class M-4 Certificates (after
taking
into account the payment of the Class A, Class M-1, Class M-2, Class
M-3
and Class M-4 Principal Distribution Amounts for such Distribution
Date)
over (B) the lesser of (i) the aggregate Stated Principal Balance
of the
Mortgage Loans as of the last day of the related Due Period multiplied
by
94.30% and (ii) the amount, if any, by which (x) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period exceeds (y) $2,031,220.
|
Class
M-6 Principal
Distribution Amount: With respect to the Class M-6
Certificates and any Distribution Date (i) prior to the Stepdown Date or on
or
after the Stepdown Date if a Trigger Event is in effect for that Distribution
Date, the Principal Distribution Amount for that Distribution Date remaining
after distribution of the Senior Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount and the Class M-5 Principal Distribution Amount or (ii) on or after
the
Stepdown Date if a Trigger Event is not in effect for that Distribution Date,
the lesser of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date remaining
after
distribution of the Senior Principal Distribution Amount, the Class
M-1
Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4
Principal Distribution Amount and the Class M-5 Principal Distribution
Amount; and
|
|
|
·
|
the
excess (if any) of (A) the sum of (1) the Class Principal Balance
of the
Class M-6 Certificates immediately prior to that Distribution Date
and (2)
the aggregate Class Principal Balance of the Class A Certificates,
the
Class M Senior Certificates and the Class M-4 and Class M-5 Certificates
(after taking into account the payment of the Class A, Class M-1,
Class
M-2, Class M-3, Class M-4 and Class M-5 Principal Distribution Amounts
for
such Distribution Date) over (B) the lesser of (i) the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period multiplied by 95.00% and (ii) the amount, if any, by which
(x)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period exceeds (y)
$2,031,220.
|
Class
OC
Certificates: As specified in the Preliminary
Statement.
Class
OC Distributable
Amount: With respect to any Distribution Date and the Class OC
Certificates, the excess, if any, of (x) the sum of (i) the amount of interest
accrued during the related Accrual Period at the related Pass-Through Rate
on
the Class Principal Balance for such Distribution Date and not included in
the
Extra Principal Distribution Amount on that
16
Distribution
Date and (ii) the Overcollateralization
Release Amount, if any, for such Distribution Date, over (y) the
Overcollateralization Increase Amount, if any, for such Distribution
Date.
Class
OC
Interest: The Upper-Tier Regular Interest as specified and
described in the Preliminary Statement and the related footnote
thereto.
Class
Optimal Interest
Distribution Amount: Not applicable.
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 Distribution Amount
and
is therefore not available for distributions to the other Classes of
Certificates.
Class
Principal
Balance: With respect to any Class of Certificates other than
the Class OC Certificates and as to any date of determination, the aggregate
of
the Certificate Balances of all Certificates of such Class as of such
date. With respect to the Class OC Certificates and any Distribution
Date, the Overcollateralized Amount as of that Distribution Date.
Class
Subordination
Percentage: Not applicable.
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: May 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.
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.
17
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: With
respect to the Class A-4, Class A-5, Class A-8 and Class A-9 Certificates,
the
Confirmation (reference # KQBQS) dated May 31, 2007, evidencing a transaction
between the Corridor Contract Counterparty and the Securities
Administrator.
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.
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 2007-8XS, 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, Sixth Street and
00
Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust, Xxxxxx Xxxxxxx
Mortgage Loan Trust 2007-8XS, 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
2007-8XS.
Corridor
Contract: With respect to the Class A-4, Class A-5, Class A-8
and Class A-9 Certificates, the transactions evidenced by the Confirmation,
a
form of which is attached hereto as Exhibit F.
Corridor
Contract
Counterparty: Xxxxxx Xxxxxxx Capital Services
Inc.
Corridor
Contract Scheduled
Termination Date: The Distribution Date in September
2015.
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: Not applicable.
Custodial
Delivery
Failure: With respect to any Custodian appointed hereunder, as
defined in Section 6.21 hereof.
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
Custodian is LaSalle Bank National Association.
Custodian
Certification: As defined in Section 2.01.
Cut-off
Date: May 1, 2007.
Cut-off
Date Pool Principal
Balance: $580,348,598.29.
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
19
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.
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.
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 June 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 June
2007.
20
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 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 company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution
or trust company in which such accounts are insured by the FDIC or the SAIF
(to
the limits established by the FDIC or the SAIF) and the uninsured deposits
in
which accounts are otherwise secured such that, as evidenced by an Opinion
of
Counsel delivered to the Trustee, the Securities Administrator and to each
Rating Agency, the Certificateholders have a claim with respect to the funds
in
such account or a perfected first priority security interest against any
collateral (which shall be limited to Permitted Investments) securing such
funds
that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained,
or
(iii) a trust account or accounts maintained with the trust department of a
federal or state chartered depository institution or trust company, acting
in
its fiduciary capacity or (iv) 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.
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).
21
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
Priority
Amount: Not applicable.
Excess
Subordinated
Amount: For any Distribution Date will equal the excess, if
any, of the Overcollateralized Amount on that Distribution Date over (ii) the
Overcollateralization Target Amount for such Distribution Date.
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 2007-8XS, Mortgage
Pass-Through Certificates, Series 2007-8XS.” 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: For any Distribution Date will be the lesser of
the Net Monthly Excess Cashflow for such Distribution Date and the Overcollateralization
Increase Amount as of that Distribution Date.
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.
22
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.
Fifth
Third Mortgage
Loan: Each Mortgage Loan originated by Fifth Third Mortgage
Company and listed on the Mortgage Loan Schedule.
Fifth
Third Purchase
Agreement: The Mortgage Loan Purchase and Warranties Agreement
listed in Exhibit E hereto between the Seller and Fifth Third Mortgage
Company.
Fifth
Third Serviced
Mortgage Loan: Each Mortgage Loan serviced by Fifth Third
Mortgage Company and listed on the Mortgage Loan Schedule.
Fifth
Third Servicing
Agreement: The Servicing Agreement listed in Exhibit E hereto
between the Seller and Fifth Third Mortgage Company.
Final
Custodian
Certification: As defined in Section 2.02 hereof.
Fiscal
Agent: As defined in the Class A-1-W and Class A-3-W
Policy.
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 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 13.03 hereof.
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.
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.
HUD: The
United States Department of Housing and Urban Development, or any successor
thereto.
Indemnifying
Party: As specified in Section 13.08 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.
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
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 10% of the aggregate Stated Principal Balance thereof as of the Cut-off
Date.
24
Insurance
Agreement: That certain insurance agreement, dated as of May
1, 2007, among MBIA Insurance Corporation, as Insurer, Xxxxx Fargo Bank,
National Association, as Master Servicer and Securities Administrator, Xxxxxx
Xxxxxxx Mortgage Capital Inc., as Seller, Xxxxxx Xxxxxxx Capital I Inc., as
Depositor, and LaSalle Bank National Association, as Trustee, relating to the
Class A-1-W and Class A-3-W Policy for the Insured Certificates.
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.
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: The Class A-1-W and Class A-3-W
Certificates.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the Mortgage Loans.
Insured
Payment: As defined in the Class A-1-W and Class A-3-W
Policy.
Interest
Accrual
Period: With respect to each Class of Delay Certificates other
than the Class A-1-W and Class A-7 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
Subordinated Certificates, their respective corresponding Subsidiary REMIC
Regular Interest and the Distribution Date in June 2007, the 25 day period
commencing on the Closing Date and ending on the day immediately preceding
such
Distribution Date. With respect to any Class of Subordinated
Certificates, its corresponding Subsidiary REMIC Regular Interest and each
Distribution Date following the Distribution Date in June 2007, the one month
period commencing on the Distribution Date in the calendar month preceding
the
month in which such Distribution Date occurs and ending on the day immediately
preceding such Distribution Date. With respect to the Class A-1-W and
Class A-7 Certificates, its corresponding Subsidiary REMIC Regular Interest
and
each Distribution Date following the Distribution Date in June 2007, the one
month period commencing on the 25th
of the calendar
month preceding the month in which such Distribution Date occurs and ending
on
the 24th
of the calendar
month in which such Distribution Date occurs. For purposes of computing interest
accruals on each Class of Subordinated Certificates, each Interest Accrual
Period has the actual number of days in such month and each year is assumed
to
have 360 days. For purposes of computing interest accruals on each
Class of Delay Certificates, each Interest Accrual Period has 30 days in such
month and each year is assumed to have 360 days.
Interest
Carry Forward
Amount: With respect to any Distribution Date, the amount, if
any, by which the Interest Distribution Amount for that Class of Certificates
for the immediately preceding Distribution Date exceeds the actual amount
distributed on such Class in respect of interest on the immediately preceding
Distribution Date, together with any Interest Carry Forward Amount with respect
to such Class remaining unpaid from the previous Distribution
25
Date,
plus interest accrued thereon at the related Pass-Through Rate for the most
recently ended Interest Accrual Period.
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: With respect to the Senior Certificates, the Senior
Interest Distribution Amount. With respect to the Subordinated
Certificates, the Subordinated Interest Distribution Amount.
Interest
Remittance
Amount: For any Distribution Date, that portion of the
Available Distribution Amount for such Distribution Date that represents
interest received or advanced on the Mortgage Loans.
Interest
Transfer
Amount: Not applicable.
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: The Distribution Date in April 2037.
Latest
Possible Maturity
Date: The Distribution Date in April 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.
26
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-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: Not
applicable.
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.
27
Minimum
Auction
Price: With respect to any Distribution Date on which an
Auction is being held, an amount equal to the sum of (a) 100% of the current
aggregate Stated Principal Balance of the Mortgage Loans, plus accrued interest
thereon, (b) the fair market value of any related REO Property in the Trust
Fund
and all other property in the Trust Fund being purchased, (c) any unreimbursed
Servicing Advances related to the Mortgage Loans and (d) any expenses incurred
by the Auction Administrator in the Auction process and (e) any Reimbursement
Amounts payable to the Certificate Insurer.
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.
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 the Custodian.
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: The price, calculated as set forth in Section 7.01(b),
to be paid in connection with the purchase of the Mortgage Loans by the Auction
Purchaser.
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) [reserved], (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.
28
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.
MortgageIT
Mortgage
Loan: Each Mortgage Loan originated by MortgageIT, Inc. and
listed on the Mortgage Loan Schedule.
MortgageIT
Purchase
Agreement: The Seller’s Purchase, Warranties and
Servicing Agreement listed in Exhibit E hereto between the Seller and
MortgageIT, Inc.
Mortgagor: The
obligor on a Mortgage Note.
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: For any Distribution Date, the excess, if any, of
(x) the Available Distribution Amount for the Distribution Date over (y) the
sum
for the Distribution Date of the aggregate of the Interest Distribution Amounts
and the Principal Distribution Amount payable to the holders of the
Certificates, and the Class A-1-W and Class A-3-W Premium, and Reimbursement
Amounts payable to the Certificate Insurer.
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, the amount by which
the aggregate of Prepayment Interest Shortfalls exceeds the Compensating
Interest Payments for that Distribution Date (and any amounts paid by the Master
Servicer in respect of such shortfalls pursuant to Section
5.06). Each Class’ pro rata share of the Net Interest Shortfalls on
the Mortgage Loans shall be based on the amount of interest the Class otherwise
would have been entitled to receive on such Distribution Date.
Net
Swap
Payment: Not Applicable.
Net
Swap
Receipt: Not Applicable.
Net
WAC Pass-Through
Rate: For each Class of Certificates (other than the Class A-12, Class
A-14, Class A-16 and Class A-18 Certificates) and any Distribution Date, a
per
annum rate equal to the Weighted Average Net Mortgage Rate of the Mortgage
Loans
as of the first day of the month preceding the month in which such Distribution
Date occurs, adjusted, in the case of
29
the
Subordinated Certificates only, to accrue on the basis of a 360-day year and
the
actual number of days in the related Interest Accrual Period, except that with
respect to the June 2007 Distribution Date, the number of days in the related
Interest Accrual Period will be 25. The preceding sentence
notwithstanding, the following are additional reductions to the Net WAC
Pass-Through Rate for the Classes of Certificates listed below:
|
|
·
|
the
Net WAC Pass-Through Rate for each of the Class A-1-W and Class A-3-W
Certificates is also net of an additional 0.12% in respect of the
Certificate Guaranty Premium payable to the Certificate
Insurer.
|
|
|
·
|
the
Net WAC Pass-Through Rate for each of the Class A-5, Class A-7, Class
A-11
and Class A-12 Certificates is also net of an additional
0.01%.
|
|
|
·
|
the
Net WAC Pass-Through Rate for the Class A-6 Certificates is also
net of an
additional 0.53%.
|
|
|
·
|
the
Net WAC Pass-Through Rate for the Class A-10 Certificates is net
of by an
additional 0.54%.
|
The
Net
WAC Pass-Through Rate for the Class A-14 and Class A-16 Certificates for any
Distribution Date will be equal to the excess, if any, of (a) 6.00% over (b)
the
product of (i) 24 and (ii) 5.75% minus the Net WAC Pass-Through Rate calculated
as described in the first sentence. The Net WAC Cap for the Class
A-18 Certificates for Recombination 7 and any Distribution Date will be equal
to
the excess, if any, of (a) 6.00% over (b) the product of (i) 12 and (ii) 6.00%
minus the Net WAC Pass-Through Rate calculated as described in the first
sentence. The Net WAC Pass-Through Rate for the Class A-18
Certificates for Recombination 8 and any Distribution Date will be equal to
the
excess, if any, of (a) 6.00% over (b) the product of (i) 24 and (ii) 6.00%
minus
the Net WAC Pass-Through Rate calculated as described in the first
sentence.
Non-Book-Entry
Certificate: Any Certificate other than a Book-Entry
Certificate.
Non-Delay
Certificates: As specified in the Preliminary
Statement.
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:
30
(i) the
Class A-6 Certificates, the Class Principal Balance of the Class A-5
Certificates immediately prior to that Distribution Date.
(ii) the
Class A-8 Certificates for Recombination 2, the Class Principal Balance of
the
Class A-7 Certificates immediately prior to that Distribution Date;
(iii) the
Class A-8 Certificates for Recombination 4, the aggregate Class Principal
Balance of the Class A-11 and Class A-12 Certificates immediately prior to
that
Distribution Date;
(iv) the
Class A-10 Certificates, the Class Principal Balance of the Class A-9
Certificates immediately prior to that Distribution Date;
(v) the
Class A-14 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 Principal
Balance of the Class A-13 Certificates immediately prior to that Distribution
Date;
(vi) the
Class A-16 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 Principal
Balance of the Class A-15 Certificates immediately prior to that Distribution
Date;
(vii) the
Class A-18 Certificates for Recombination 7, 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 Principal Balance of the Class A-17 Certificates immediately prior to
that
Distribution Date; and
(viii) the
Class A-18 Certificates for Recombination 8, 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 Principal Balance of the Class A-19 Certificates immediately prior to
that
Distribution Date.
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
31
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: Not applicable.
Originator: Any
one of American Home Mortgage Corporation, Fifth Third Mortgage Company,
GreenPoint Mortgage Funding, Inc., Lydian Private Bank, MortgageIT, Inc.,
Republic Federal Bank National Association and Wilmington Finance, Inc., 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: With respect to any Distribution Date, the
amount, if any, by which the Overcollateralization Target Amount exceeds the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount on
such Distribution Date has been distributed).
Overcollateralization
Release Amount: For any Distribution Date, the lesser of (1)
the Principal Remittance Amount and (2) the excess of (a) the Overcollateralized
Amount over (b) the Overcollateralization Target Amount. In addition,
in connection with the final distribution on the Certificates pursuant to
Section 7.02 hereof, the Overcollateralization Release Amount for the related
Distribution Date shall also include the excess, if any of, (a) the purchase
price paid for the Mortgage Loans and any REO Properties related to the Mortgage
Loans pursuant to Section 7.01 hereof, less any costs incurred by the Trust
Fund
in connection with the liquidation thereof pursuant to Section 7.02 hereof,
over
(b) the amount distributed on the Certificates (other than the Class OC
Certificates) on that Distribution Date.
32
Overcollateralization
Target
Amount: With respect to any Distribution Date (i) prior to the
Stepdown Date, the product of (x) 1.30% and (y) the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on and
after the Stepdown Date, provided that a Trigger Event is not in effect, the
lesser of (a) the product of (x) 2.60% and (y) the aggregate Stated Principal
Balance of the Mortgage Loans as of the related Due Date and (b) the
product of (x) 1.30% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date and (iii) on and after the Stepdown Date,
if a Trigger Event is in effect for that Distribution Date, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date; provided, however, that on each Distribution Date the
Overcollateralization Target Amount shall not be lower than
$2,031,220.
Overcollateralized
Amount: As of the Closing Date, an amount equal to
$7,545,598. With respect to any Distribution Date following the
Closing Date, the amount by which the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period exceeds
the aggregate Class Principal Balance of the Offered Certificates after taking
into account all payments of principal on such Distribution Date.
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.
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 (without regard to the Class A-1-W and Class A-3-W Policy), 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 (without regard to
the
Class A-1-W
33
and
Class
A-3-W Policy), 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 such lower
ratings as shall not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by the Rating Agencies (without regard to the
Class
A-1-W and Class A-3-W Policy), as evidenced by a signed writing delivered by
each Rating Agency;
(v) demand
or time deposits or certificates of deposit issued by any bank or trust company
or savings institution to the extent that such deposits are fully insured by
the
FDIC;
(vi) 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;
(vii) 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;
(viii) 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 (without regard to the Class A-1-W and Class A-3-W Policy), as
evidenced by a signed writing delivered by each Rating Agency;
(ix) 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 (without regard to the Class A-1-W and Class
A-3-W Policy), as evidenced by a signed writing delivered by each Rating Agency,
including funds for which the Trustee,
34
the
Master Servicer, the Securities Administrator or any of its Affiliates is
investment manager or adviser;
(x) 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 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 (without regard to the Class A-1-W and
Class
A-3-W Policy), as evidenced by a signed writing delivered by each Rating Agency;
and
(xi) 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 (without regard to the Class A-1-W and Class A-3-W Policy),
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.
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.
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.
35
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;
|
|
·
|
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: Not applicable.
Primary
Mortgage Insurance
Policy: Each policy of primary mortgage guaranty insurance or
any replacement policy therefor with respect to any Mortgage Loan.
Principal
Distribution
Amount: For any Distribution Date will be the sum of the Basic
Principal Distribution Amount and the Extra Principal Distribution Amount,
in
each case for that Distribution Date, and, with respect to the first
Distribution Date, the $100 deposited in respect of the Class A-R Certificates
pursuant to Section 2.01 hereof.
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.
36
Principal
Prepayment in
Full: Any Principal Prepayment made by a Mortgagor of the
entire principal balance of a Mortgage Loan.
Principal
Reductions: Not applicable.
Principal
Remittance
Amount: For any Distribution Date, the sum of
(i)
the
principal portion of all Scheduled Payments on the Mortgage Loans due during
the
related Due Period, whether or not received on or prior to the related
Determination Date;
(ii)
the
principal portion of all proceeds received in respect of the repurchase of
a
Mortgage Loan (or, in the case of a substitution, certain amounts representing
a
principal adjustment as required by this Agreement) during the related
Prepayment Period; and
(iii)
the
principal portion of all other unscheduled collections, including Insurance
Proceeds, condemnation proceeds, Liquidation Proceeds and all partial Principal
Prepayments and Principal Prepayments in full, received during the related
Prepayment Period, to the extent applied as recoveries of principal on the
Mortgage Loans,
provided,
that in no event will the Principal Remittance Amount with respect to any
Distribution Date be (x) less than zero or (y) greater than the then outstanding
aggregate Class Principal Balance of the Certificates.
Priority
Amount: With respect to any Distribution Date, the amount
equal to the product of (i) the Priority Percentage, (ii) the Shift Percentage
and (iii) the portion of the Principal Distribution Amount allocable to the
Class A Certificates for that Distribution Date.
Priority
Percentage: With respect to any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the Class
Principal Balance of the Class A-2 Certificates, and the denominator of which
is
the aggregate Class Principal Balance of the Class A Certificates, in each
case
prior to giving effect to any distributions of principal on the Certificates
on
that Distribution Date.
Private
Certificate: As specified in the Preliminary
Statement.
Pro
Rata Portion:
With respect to any Class of Class A Certificates and any Distribution Date,
the
product of (x) a fraction, the numerator of which is the Class Principal Balance
of that Class of Class A Certificates immediately prior to that Distribution
Date, and the denominator of which is equal to the aggregate Class Principal
Balance of the Class A Certificates immediately prior to that Distribution
Date,
and (y) the portion of the Principal Distribution Amount payable to all of
the
Classes of Class A Certificates on that Distribution Date.
Pro
Rata
Share: Not applicable.
Pro
Rata Subordinated
Percentage: Not applicable.
37
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 dated May 29, 2007, together with the accompanying
prospectus dated December 1, 2006, 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).
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.
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 and
the
Certificate Insurer. 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
38
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 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, 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 the Custodian pursuant to this Agreement,
the
Purchase and Servicing Agreements, or the Custodial Agreements (to the extent
such amounts are not paid to the Custodian by the Seller) and any Reimbursement
Amounts payable to the Certificate Insurer.
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.
39
Reimbursement
Amount: The amount of all Insured Payments and other payments
made by the Certificate Insurer pursuant to the Class A-1-W and Class A-3-W
Policy which have not been previously repaid, plus all costs and expenses
incurred in connection with such action, proceeding or investigation, including
(without limitation) reasonable attorney’s fees and any judgment or settlement
entered into affecting the Certificate Insurer or the Certificate Insurer’s
interests plus all amounts due to the Certificate Insurer under the Insurance
Agreement and any other documents relating to the Insured Certificates, in
each
case with interest thereon as set forth in the Insurance Agreement, and that
have been certified to by the Certificate Insurer to the Securities
Administrator.
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.
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 Interest
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.
40
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 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 13.03 hereof.
Reporting
Party: The Depositor, any Originator, the Master Servicer, any
Custodian, any Servicer, any originator identified in the Prospectus Supplement,
the Corridor Contract Counterparty, 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 the Custodian, any Subcontractor determined by
such
Person pursuant to Section 13.08(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.
Republic
Mortgage
Loan: Each Mortgage Loan originated by Republic Federal Bank
National Association, formerly known as The Hemisphere National Bank, and listed
on the Mortgage Loan Schedule.
Republic
Purchase
Agreement: The Mortgage Loan Purchase and Warranties Agreement
listed in Exhibit E hereto between the Seller and Republic Federal Bank National
Association, formerly known as The Hemisphere National Bank.
41
Republic
Serviced Mortgage
Loan: Each Mortgage Loan serviced by Republic Federal Bank
National Association, formerly known as The Hemisphere National Bank, and listed
on the Mortgage Loan Schedule.
Republic
Servicing
Agreement: The Servicing Agreement listed in Exhibit E hereto
between the Seller and Republic Federal Bank National Association, formerly
known as The Hemisphere National Bank.
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: Not applicable.
Required
Distributions: As defined in the Class A-1-W and Class A-3-W
Policy.
Reserve
Fund: The Basis Risk Carry Forward Reserve Fund or the Class A
Reserve Fund, as the context requires.
Reserve
Fund
Deposit: With respect to each Reserve Fund,
$1,000.
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 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.
42
SAIF: The
Saving’s Association Insurance Fund, or any successor thereto.
Xxxxxxxx-Xxxxx
Act:
The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification: 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.
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.
Scheduled
Principal
Distribution Amount: Not applicable.
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.
43
Seller: Xxxxxx
Xxxxxxx Mortgage Capital Inc., a New York corporation.
Senior
Certificate
Group: As specified in the Preliminary Statement.
Senior
Certificates: As specified in the Preliminary
Statement.
Senior
Defaulted Swap
Termination Payment: Not Applicable.
Senior
Enhancement
Percentage: For any Distribution Date and the Senior
Certificates, the percentage obtained by dividing (x) the sum of (i) the
aggregate Class Principal Balance of the Subordinated Certificates and (ii)
the
Overcollateralized Amount by (y) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the end of the related Due Period, calculated after taking
into account distributions of principal on the Mortgage Loans and distribution
of the Principal Distribution Amount to the holders of the Certificates then
entitled to distributions of principal on such Distribution Date.
Senior
Interest Distribution
Amount: With respect to any Distribution Date and any Class of
Senior Certificates, interest accrued during the related Interest Accrual Period
on the related Class Principal Balance of that Class immediately prior to the
Distribution Date at the Pass-Through Rate for that Class reduced (to an amount
not less than zero), in the case of such Class, by the allocable share, if
any,
for that Class of Prepayment Interest Shortfalls to the extent not covered
by
Compensating Interest paid by the Master Servicer or the Servicers and Relief
Act Interest Shortfalls, together with the Interest Carry Forward Amount, if
any, for such Distribution Date for such Class of Senior Certificates, and
with
respect to the first Distribution Date, the amount deposited in respect of
the
Class A-R Certificates.
Senior
Principal
Distribution Amount: With respect to any Distribution Date and
any Class of Senior Certificates, (i) prior to the Stepdown Date or on or after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date,
the Principal Distribution Amount or (ii) on or after the Stepdown Date if
a
Trigger Event is not in effect for that Distribution Date, the lesser
of:
|
|
·
|
the
Principal Distribution Amount for that Distribution Date;
and
|
|
|
·
|
the
excess (if any) of (A) the aggregate Class Principal Balance of the
Class
A Certificates immediately prior to that Distribution Date over (B)
the
lesser of (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period multiplied
by 84.40% and (ii) the amount, if any, by which (x) the aggregate
Stated
Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period exceeds (y) $2,031,220.
|
Senior
Turbo Allocation
Amount: Not applicable.
Sequential
Portion: With respect to any of the Class A-1, Class A-1-M,
Class A-1-W, Class A-2 and Class A-4 Certificates and any Distribution Date,
the
product of (x) a fraction, the numerator of which is the Class Principal Balance
of that Class of Class A Certificates immediately prior to that Distribution
Date, and the denominator of which is equal to the aggregate Class Principal
Balance of the Class A-1, Class A-1-M, Class A-1-W, Class A-2 and
44
Class
A-4
Certificates immediately prior to that Distribution Date, and (y) the portion
of
the Principal Distribution Amount payable to all of the Classes of Class A
Certificates on that Distribution Date.
Sequential
Trigger
Event: With respect to any Distribution Date, a Sequential
Trigger Event is in effect if (a) with respect to any Distribution Date
occurring before June 2009, the circumstances in which the aggregate amount
of
Realized Losses incurred since the Cut-off Date through the last day of the
related Prepayment Period divided by the aggregate Stated Principal Balance
of
the Mortgage Loans as of the Cut-off Date exceeds 0.25% and (b) with respect
to
any Distribution Date occurring in or after June 2009, a Trigger Event is in
effect.
Servicer: Each
Servicer under a Purchase and Servicing Agreement, and its respective successors
and assigns. As of the Closing Date, the Servicers of the Mortgage
Loans shall be Central Mortgage Company, GMAC Mortgage, LLC, GreenPoint Mortgage
Funding, Inc., Republic Federal Bank National Association and Xxxxx Fargo Bank,
National Association.
Servicer
Advance: A “Servicer Advance” or “Servicing Advance” as
defined in the applicable Purchase and Servicing Agreement.
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d)
of Regulation AB, as the same may be amended from time to time.
Servicing
Fee: As to any Distribution Date and each Mortgage Loan, an
amount equal to the product of (a) one-twelfth of the related Servicing Fee
Rate and (b) the Stated Principal Balance of such Mortgage Loan as of the
first day of the related Due Period.
Servicing
Fee
Rate: With respect to each Mortgage Loan and any Distribution
Date, the per annum rate specified in the related Purchase and Servicing
Agreement.
Servicing
Function
Participant: Any Sub-Servicer, Subcontractor or any other
Person, other than each Servicer, the Master Servicer, the Trustee, the
Securities Administrator and any Custodian, that is performing activities
addressed by the Servicing Criteria.
Servicing
Officer: Any officer of the related Servicer involved in, or
responsible for, the administration and servicing of the related Mortgage Loans
whose name and facsimile signature appear on a list of servicing officers
furnished to the Master Servicer by the related Servicer on the Closing Date
pursuant to the related Purchase and Servicing Agreement, as such list may
from
time to time be amended.
Shift
Percentage: With respect to each Distribution Date, the
percentage set forth below for that Distribution Date:
45
|
Distribution
Date
|
Percentage
|
|
June
2007—May
2012
|
0%
|
|
June
2012—May
2013
|
30%
|
|
June
2013—May
2014
|
40%
|
|
June
2014—May
2015
|
60%
|
|
June
2015—May
2016
|
80%
|
|
June
2016 and
thereafter
|
100%
|
Similar
Law: As defined in Section 3.03(d) hereof.
Startup
Day: The day designated as such pursuant to
Section 10.01(b) hereof.
Stated
Principal
Balance: As to any Mortgage Loan and Due Date, the unpaid
principal balance of such Mortgage Loan as of such Due Date as specified in
the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous partial Principal Prepayments
and Liquidation Proceeds allocable to principal (other than with respect to
any
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related
Mortgagor.
Stepdown
Date: The later to occur
of:
(1) the
earlier to occur
of
(x) the
Distribution Date in June 2010, and
(y) the
Distribution Date on which the aggregate Class Principal Balance of the Senior
Certificates is reduced to zero; and
(2) the
first Distribution Date on which the Senior Enhancement Percentage (calculated
for this purpose only after taking into account distributions of principal
on
the Mortgage Loans, but prior to any distribution of the Principal Distribution
Amount to the holders of the Certificates then entitled to distributions of
principal on the Distribution Date) is greater than or equal to
15.60%.
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of any Servicer (including
a
Sub-Servicer of any Servicer), the Securities Administrator, the Master
Servicer, the Trustee or any Custodian, as the case may be.
Subordinated
Certificates: As specified in the Preliminary
Statement.
Subordinated
Interest
Distribution Amount: With respect to any Class of Subordinated
Certificates and any Distribution Date, interest accrued during the related
Interest Accrual Period on the related Class Principal Balance of that Class
immediately prior to the Distribution Date at
46
the
Pass-Through Rate for that Class reduced (to an amount not less than zero),
in
the case of such Class, by the allocable share, if any, for that Class of (x)
Prepayment Interest Shortfalls on the Mortgage Loans to the extent not covered
by Compensating Interest paid by the Master Servicer or the Servicers for the
Mortgage Loans and (y) Relief Act Interest Shortfalls on the Mortgage
Loans.
Subsequent
Recoveries: As to any Distribution Date, with respect to a
Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar
month, amounts received by the Securities Administrator from the related
Servicer (net of any related expenses permitted to be reimbursed pursuant to
Section 4.02) specifically related to such Liquidated Mortgage
Loan.
Sub-Servicer: Any
Person that (i) is considered to be a Servicing Function Participant, (ii)
services Mortgage Loans on behalf of any Servicer, and (iii) is responsible
for
the performance (whether directly or through sub-servicers or Subcontractors)
of
Servicing functions required to be performed under this Agreement, any related
Servicing Agreement or any sub-servicing agreement that are identified in Item
1122(d) of Regulation AB.
Substitution
Adjustment
Amount: As defined in the second paragraph of
Section 2.05(b).
Substitution
Event: Not Applicable.
Supplemental
Interest
Trust: The corpus of a trust created pursuant to Section 5.10
hereof, consisting of the Corridor Contract and amounts on deposit in the Class
A Reserve Fund.
Swap
Account: Not Applicable.
Swap
Agreement: Not Applicable.
Swap
Counterparty: Not Applicable.
Swap
Payment
Allocation: Not Applicable.
Swap
Payment
Rate: Not Applicable.
Swap
Termination
Date: Not Applicable.
Swap
Termination
Payment: Not Applicable.
Targeted
Balance: With respect to any group of Targeted Principal
Classes or Components in the aggregate and any Distribution Date appearing
in
Schedule B hereto, the Aggregate Targeted Balance for such group and
Distribution Date. With respect to any other Targeted 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.
Tax
Matters
Person: The person designated as “tax matters person” in the
manner provided under Treasury regulation § 1.860F-4(d) and temporary Treasury
regulation §301.6231(a)(7)1T. Initially, the Tax Matters Person shall
be the Securities Administrator.
47
Tax
Matters Person
Certificate: The Class A-R Certificate with a Denomination of
$0.01.
Three
Month Rolling
Average: With respect to the end of the Due Period related to
any Distribution Date, the rolling 3 month average percentage of the aggregate
Stated Principal Balance of the Mortgage Loans that are 60 or more days
Delinquent (including Mortgage Loans in foreclosure, REO Property or discharged
in bankruptcy).
Trigger
Event: With respect to any Distribution Date, a Trigger Event
is in effect if (x) the Three Month Rolling Average with respect to the Mortgage
Loans exceeds 44.80% of the Senior Enhancement Percentage for the prior
Distribution Date, or (y) the aggregate amount of Realized Losses on the
Mortgage Loans incurred since the Cut-off Date through the last day of the
related Due Period divided by the aggregate outstanding principal balance of
the
Mortgage Loans as of the Cut-off exceeds the applicable percentages set forth
below with respect to such Distribution Date:
|
Distribution
Date
|
Percentage
|
|
June
2009 —May 2010
|
0.25%
for the first month, plus an additional 1/12th of 0.35% for each
month
thereafter
|
|
June
2010 —May 2011
|
0.60%
for the first month, plus an additional 1/12th of 0.40% for each
month
thereafter
|
|
June
2011 —May 2012
|
1.00%
for the first month, plus an additional 1/12th of 0.45% for each
month
thereafter
|
|
June
2012 —May 2013
|
1.45%
for the first month, plus an additional 1/12th of 0.25% for each
month
thereafter
|
|
June
2013 and thereafter
|
1.70%
|
Trust: Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-8XS.
Trust
Fund: The corpus of the trust created pursuant to this
Agreement consisting of (i) the Mortgage Loans and all interest and principal
received on or with respect thereto after the Cut-off Date (other than Scheduled
Payments due on or prior to the Cut-off Date) to the extent not applied in
computing the Cut-off Date Principal Balance thereof; (ii) all cash, instruments
or property held or required to be held in the Custodial Accounts, the
Distribution Account and the Exchangeable Certificates Distribution Account,
and
all amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired
by
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Depositor’s
rights assigned to the Trustee under the Purchase and Servicing Agreements,
as
modified by the Acknowledgements; (v) all insurance policies related to the
Mortgage Loans and any insurance proceeds; (vi) the pledge, control and guaranty
agreements and the Limited Purpose Surety Bond relating to the Additional
Collateral Mortgage Loans; (vii) the amounts on deposit in the Basis Risk Carry
Forward Reserve Fund, (viii) with respect to the Class the Class A-1-W and
Class
A-3-W Certificates only, the Class A-1-W and Class A-3-W Policy and the
Certificate Insurance Account and all amounts deposited therein and (ix) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing.
The Corridor Contract and the amounts on deposit in the Class A Reserve Fund
are
assets of the Supplemental Interest Trust.
48
Trustee: LaSalle
Bank National Association, a national banking association, organized under
the
laws of the United States and any Person succeeding the Trustee hereunder,
or if
any successor trustee or any co-trustee shall be appointed as herein provided,
then such successor trustee and such co-trustee, as the case may
be.
Trustee
Mortgage
Files: With respect to each Mortgage Loan, the Mortgage
Documents to be retained in the custody and possession of the Trustee or
Custodian on behalf of the Trustee identified in Section 2.01(a)
hereof.
Turbo
Allocation
Amount: Not applicable.
UCC: The
Uniform Commercial Code as enacted in the relevant jurisdiction.
Underwriter: As
specified in the Preliminary Statement.
Underwriter’s
Exemption: Prohibited Transaction Exemption 2002-41, 67 Fed.
Reg. 54487 (2002), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of
Labor.
Underwriting
Agreement: The Underwriting Agreement, dated May 29, 2007,
among the Seller, the Depositor and the Underwriter.
Uniform
Commercial
Code: The Uniform Commercial Code as in effect in any
applicable jurisdiction from time to time.
Unpaid
Interest Shortfall
Amount: The sum of Relief Act Interest Shortfalls and Net
Prepayment Interest Shortfalls on the Mortgage Loans allocated to such Class
of
Certificates on that Distribution Date and such amounts from any prior
Distribution Date remaining unpaid.
Unpaid
Realized Loss
Amount: With respect to each Class of Subordinated
Certificates, the portion of any Realized Losses on the Mortgage Loans
previously allocated to that Class remaining unpaid from prior Distribution
Dates.
Unscheduled
Principal
Distribution Amount: Not applicable.
Virtual
Bank Mortgage
Loan: Each Mortgage Loan originated by Lydian Private Bank and
listed on the Mortgage Loan Schedule.
Virtual
Bank Purchase
Agreement: The Seller’s Purchase, Warranties and Servicing
Agreement listed in Exhibit E hereto between the Seller and Lydian Private
Bank.
Voting
Interests: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this
Agreement, 1.00% of all Voting Interests shall be allocated to the Class OC
Certificates, each Class of Notional Amount Certificates and the Class A-R
Certificates. Voting Interests shall be allocated among all other
Classes of Certificates pro rata based on Class Principal Balances for each
Class then outstanding. Voting Interests shall be allocated among the
Certificates within each such Class in proportion to their Certificate Balances
or Percentage
49
Interests. The
Holders of each Class of Exchangeable Certificates shall be entitled to exercise
Voting Interests in direct proportion to the Voting Interests of the related
Class or Classes of Depositable Certificates.
Weighted
Average Net
Mortgage Rate: As to any Distribution Date, the average of the
Net Mortgage Rate of each Mortgage Loan, weighted on the basis of its Stated
Principal Balance as of the end of the Prepayment Period related to the
immediately preceding Distribution Date.
Xxxxx
Fargo Serviced
Mortgage Loan: Each Mortgage Loan serviced by Xxxxx Fargo
Bank, National Association and listed on the Mortgage Loan
Schedule.
Xxxxx
Fargo Servicing
Agreement: The Servicing Agreement listed in Exhibit E hereto
between the Seller and Xxxxx Fargo Bank, National Association.
Wilmington
Finance Mortgage
Loan: Each Mortgage Loan originated by Wilmington Finance,
Inc. and listed on the Mortgage Loan Schedule.
Wilmington
Finance Purchase
Agreement: The Seller’s Purchase, Warranties and Servicing
Agreement listed in Exhibit E hereto between the Seller and Wilmington Finance,
Inc.
Yield
Supplement
Amount: With respect to any Distribution Date on which LIBOR exceeds
5.72%, an amount equal to interest on the Class Principal Balance of the Class
A-4 Certificates immediately prior to that Distribution Date (which for the
purposes of this calculation assumes that no portion of the Class A-4
Certificates has been deposited in exchange for any classes of Exchangeable
Certificates) at a per annum rate equal to LIBOR + 0.54%, subject to a minimum
rate of 6.26% and a maximum rate of 10.01%.
50
ARTICLE
II
DECLARATION
OF TRUST;
ISSUANCE
OF CERTIFICATES
|
|
Section
2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans.
|
(a) Concurrently
with the execution and delivery of this Agreement, the Depositor does hereby
transfer, assign, set over, deposit with and otherwise convey to the Trustee,
without recourse, subject to Sections 2.02 and 2.05, in trust, all the
right, title and interest of the Depositor in and to the Trust
Fund. Such conveyance includes, without limitation, (i) the
Mortgage Loans, including the right to all payments of principal and interest
received on or with respect to the Mortgage Loans on and after the Cut-off
Date
(other than Scheduled Payments due on or before such date), and all such
payments due after such date but received prior to such date and intended by
the
related Mortgagors to be applied after such date; (ii) all of the
Depositor’s right, title and interest in and to all amounts from time to time
credited to and the proceeds of the Distribution Account, any Custodial Accounts
or any Escrow Account established with respect to the Mortgage Loans;
(iii) all of the rights and obligations of the Depositor as assignee of the
Seller with respect to the Seller’s rights and obligations under the Purchase
and Servicing Agreements pursuant to the Acknowledgements; (iv) all of the
Depositor’s right, title or interest in REO Property and the proceeds thereof;
(v) all of the Depositor’s rights under any Insurance Policies related to
the Mortgage Loans; (vi) $1,000 (which amount has been delivered by the
Depositor to the Securities Administrator to be held in the Distribution Account
until distributed to the Holders of the Class P Certificates pursuant to Section
5.02(a)) and $100, plus interest, (which amount has been delivered by the
Depositor to the Securities Administrator to be held in the Distribution Account
until distributed to the Holders of the Class A-R Certificates pursuant to
Section 5.02(a)); and (vii) if applicable, the Depositor’s security
interest in any collateral pledged to secure the Mortgage Loans, including
the
Mortgaged Properties and any Additional Collateral relating to the Additional
Collateral Mortgage Loans, including, but not limited to, the pledge, control
and guaranty agreements and the Limited Purpose Surety Bond, to have and to
hold, in trust; and the Trustee declares that, subject to the review provided
for in Section 2.02, it has received and shall hold the Trust Fund, as
trustee, in trust, for the benefit and use of the Holders of the Certificates
and for the purposes and subject to the terms and conditions set forth in this
Agreement, and, concurrently with such receipt, has caused to be executed,
authenticated and delivered to or upon the order of the Depositor, in exchange
for the Trust Fund, Certificates in the authorized denominations evidencing
the
entire ownership of the Trust Fund.
The
foregoing sale, transfer, assignment, set-over, deposit and conveyance does
not
and is not intended to result in the creation or assumption by the Trustee
of
any obligation of the Depositor, the Seller or any other Person in connection
with the Mortgage Loans or any other agreement or instrument relating thereto
except as specifically set forth therein.
In
connection with such transfer and assignment of the Mortgage Loans, the
Depositor shall cause to be delivered and the Custodian acting on the Trustee’s
behalf will continue to hold
51
the
documents or instruments listed below with respect to each Mortgage Loan (each,
a “Trustee Mortgage
File”) so transferred and assigned:
(i)
with
respect to each Mortgage Loan, the original Mortgage Note endorsed without
recourse in proper form to the order of “LaSalle Bank National Association, as
Trustee of Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-8XS, Mortgage Pass-Through
Certificates, without recourse”, or in blank (in each case, with all necessary
intervening endorsements, as applicable);
(ii)
with
respect to each Mortgage Loan (other than a Cooperative Loan) that is not a
MERS
Mortgage Loan, the original Mortgage with evidence of recording thereon, or
if
the original Mortgage has not yet been returned from the recording office,
a
copy of such Mortgage certified by the applicable Originator, title company,
escrow agent or closing attorney to be a true copy of the original of the
Mortgage which has been sent for recording in the appropriate jurisdiction
in
which the Mortgaged Property is located, and in the case of the each MERS
Mortgage Loan, the original Mortgage, noting the presence of the MIN of the
Mortgage Loans and either language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM
Loan at origination, the original Mortgage and the assignment thereof to MERS,
with evidence of recording indicated thereon;
(iii)
with respect to each Mortgage Loan (other than a Cooperative Loan) that is
not a
MERS Mortgage Loan, the Assignment of Mortgage in form and substance acceptable
for recording in the relevant jurisdiction, such assignment being either (A)
in
blank, without recourse, or (B) endorsed to “LaSalle Bank National Association,
as Trustee of Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-8XS, Mortgage Pass-Through
Certificates, without recourse”;
(iv)
with
respect to each Mortgage Loan (other than a Cooperative Loan) that is not a
MERS
Mortgage Loan, the originals of all intervening assignments of the Mortgage,
if
any, with evidence of recording thereon, or if the original intervening
assignment has not yet been returned from the recording office, a copy of such
assignment certified by the applicable Originator, title company, escrow agent
or closing attorney to be a true copy of the original of the assignment which
has been sent for recording in the appropriate jurisdiction in which the
Mortgaged Property is located;
(v)
with
respect to each Mortgage Loan (other than a Cooperative Loan), the originals
of
all assumption, modification, consolidation or extension agreements, if any,
with evidence of recording thereon;
(vi)
if
any, with respect to each Mortgage Loan (other than a Cooperative Loan), the
original policy of title insurance (or a true copy thereof) with respect to
any
such Mortgage Loan, or, if such policy has not yet been delivered by the
insurer, the title commitment or title binder to issue same;
(vii)
if
any, with respect to each Mortgage Loan (other than a Cooperative Loan), the
original power of attorney and guaranty agreement with respect to such Mortgage
Loan;
(viii)
[reserved];
(ix)
with
respect to each Mortgage Loan which constitutes a Cooperative Loan:
52
|
|
(a)
|
the
original of any security agreement or similar document executed in
connection with the Cooperative
Loan;
|
|
|
(b)
|
the
original Recognition Agreement and the original Assignment of Recognition
Agreement;
|
|
|
(c)
|
UCC-1
financing statements with recording information thereon from the
appropriate governmental recording offices if necessary to perfect
the
security interest of the Cooperative Loan under the Uniform Commercial
Code in the jurisdiction in which the Cooperative Property is located,
accompanied by UCC-3 financing statements executed in blank for
recordation of the change in the secured party
thereunder;
|
|
|
(d)
|
an
Estoppel Letter and/or Consent;
|
|
|
(e)
|
a
search for (i) federal tax liens, mechanics’ liens, lis pendens, judgments
of record or otherwise against (x) the Cooperative Corporation and
(y) the
seller of the Cooperative Unit, (ii) filings of financing statements
and
(iii) the deed of the cooperative project into the Cooperative
Corporation;
|
|
|
(f)
|
the
guaranty of the Mortgage Note and Cooperative Loan, if
any;
|
|
|
(g)
|
the
original Proprietary Lease and the Assignment of Proprietary Lease
executed by the Mortgagor in blank or if the Proprietary Lease has
been
assigned by the Mortgagor to the Seller, then the Seller must execute
an
assignment of the Assignment of Proprietary Lease in blank;
and
|
|
|
(h)
|
if
any, the original or certified copy of the certificates evidencing
ownership of the Cooperative Shares issued by the Cooperative Corporation
and related assignment of such certificates or an assignment of such
Cooperative Shares, in blank, executed by the Mortgagor with such
signature guaranteed;
|
(x)
[reserved]; and
(xi)
any
other document or instruments required to be delivered.
In
addition, in connection with the assignment of any MERS Mortgage Loan, it is
understood that the related Originator will cause the MERS® System to indicate
that such Mortgage Loans have been assigned by the related Originator to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
the information required by the MERS® System to identify the series of
Certificates issued in connection with such Mortgage Loans. It is
further understood that the related Originator will not, and the Master Servicer
hereby agrees that it will not, alter the information referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.
53
On
or
prior to the Closing Date, the Depositor shall cause to be delivered to the
Master Servicer, the Trustee and the Custodian an electronic copy of the
Mortgage Loan Schedule in a form acceptable to the Master Servicer, the
Depositor, the Trustee and the Custodian.
(b) On
or prior to the Closing Date, the Depositor shall cause the Certificate Insurer
to deliver the Class A-1-W and Class A-3-W Policy to the Securities
Administrator (with a copy thereof to the Trustee). In connection therewith,
the
Trustee is hereby directed to execute and deliver the Insurance
Agreement. In addition, as soon as is practicable after the Closing
Date, the Depositor shall cause the Servicer of any Additional Collateral
Mortgage Loan to deliver to the applicable Custodian the Assignment and Notice
of Transfer with respect to each Additional Collateral Mortgage Loan as well
as
the assignments of any rights with respect to each Additional Collateral
Mortgage Loan under any Limited Purpose Surety Bond.
(c) In
instances where a title insurance policy is required to be delivered to the
applicable Custodian on behalf of the Trustee and is not so delivered, the
Depositor will provide a copy of such title insurance policy to the applicable
Custodian on behalf of the Trustee, as promptly as practicable after the
execution and delivery hereof, but in any case within 180 days of the Closing
Date.
(d) For
Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date
and prior to the Closing Date, the Depositor, in lieu of delivering the above
documents, herewith delivers such amount to the Securities Administrator, and
delivers to the Securities Administrator, the Trustee, and the applicable
Custodian, an Officer’s Certificate which shall include a statement to the
effect that all amounts received in connection with such prepayment that are
required to be deposited in the Distribution Account pursuant to
Section 4.01 have been so deposited. All original documents that
are not delivered to the applicable Custodian on behalf of the Trustee shall
be
held by the Master Servicer or the related Servicer in trust for the benefit
of
the Trustee and the Certificateholders.
(e) Neither
the Depositor nor the Trust will acquire or hold any Mortgage Loan that would
violate the representations made by the Seller set forth in clauses (iv) through
(vi) of Section 2.05(a) hereof.
|
|
Section
2.02. Acceptance of Trust Fund by Trustee; Review of
Documentation for Trust Fund.
|
(a) The
Trustee, by execution and delivery hereof, acknowledges receipt by it of notice
from the Custodian that each holds the documents identified in the Initial
Custodial Certification in the form annexed hereto as Exhibit L-1 (the “Initial Custodial
Certification”) pertaining to the Mortgage Loans listed on the Mortgage
Loan Schedule.
(b) Nothing
in this Agreement shall be construed to constitute an assumption by the Trust
Fund, the Trustee, any Custodian or the Certificateholders of any unsatisfied
duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.
(c) Each
of the parties hereto acknowledges that (i) the Custodian has delivered to
the
Depositor, the Master Servicer and the Trustee, the Initial Custodial
Certification, in the form annexed hereto as Exhibit L-1, stating that it has
performed the applicable review of the
54
Mortgage
Loans as required herein on the Closing Date and (ii) thereafter, if applicable,
the Custodian shall perform the applicable review of the Mortgage Loans and
deliver the further certifications (including but not limited to the Final
Custodial Certification) as provided herein.
With
respect to the MSMCI Mortgage Loans only, not later than 180 days after the
Closing Date, the Trustee shall enforce the related Custodian’s obligation, to
deliver to the Depositor, the Master Servicer, the Certificate Insurer and
the
Trustee a Final Custodial Certification in the form annexed hereto as Exhibit
L-2 (the “Final Custodial
Certification”), with any applicable exceptions noted
thereon. To the extent that the Custodian must deliver a Final
Certification, the Trustee shall enforce the Custodian’s obligation to make
available, upon request of any Certificateholder, a copy of any exceptions
noted
on the related Initial Custodial Certification or the related Final Custodial
Certification.
(d) Upon
execution of this Agreement, the Depositor hereby delivers to the Trustee (with
a copy to the Master Servicer) and the Trustee acknowledges receipt of the
Acknowledgements, together with the related Purchase and Servicing
Agreements.
(e) Neither
the Trustee nor the Custodian shall make any representation as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in the Trustee Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, perfection, priority, effectiveness or suitability of any such
Mortgage Loan. Except as specifically required hereunder, neither the
Trustee nor the Custodian shall be responsible to verify the validity,
sufficiency or genuiness of any document in the Trustee Mortgage
File.
|
|
Section
2.03. Representations and Warranties of the
Depositor.
|
(a) The
Depositor hereby represents and warrants to the Trustee, for the benefit of
the
Certificateholders, and to the Master Servicer, the Certificate Insurer and
the
Securities Administrator as of the Closing Date or such other date as is
specified, that:
(i) the
Depositor is a corporation duly organized, validly existing and in good standing
under the laws governing its creation and existence and has full corporate
power
and authority to own its property, to carry on its business as presently
conducted, to enter into and perform its obligations under this Agreement,
and
to create the trust pursuant hereto;
(ii) the
execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor;
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Depositor or its properties or the certificate of
incorporation or bylaws of the Depositor;
(iii) the
execution, delivery and performance by the Depositor of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
55
any
other
action in respect of, any state, federal or other governmental authority or
agency, except such as has been obtained, given, effected or taken prior to
the
date hereof;
(iv) this
Agreement has been duly executed and delivered by the Depositor and, assuming
due authorization, execution and delivery by the Trustee, the Master Servicer
and the Securities Administrator, constitutes a valid and binding obligation
of
the Depositor enforceable against it in accordance with its terms except as
such
enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors
generally and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(v) there
are no actions, suits or proceedings pending or, to the knowledge of the
Depositor, threatened or likely to be asserted against or affecting the
Depositor, before or by any court, administrative agency, arbitrator or
governmental body (A) with respect to any of the transactions contemplated
by this Agreement or (B) with respect to any other matter which in the
judgment of the Depositor will be determined adversely to the Depositor and
will
if determined adversely to the Depositor materially and adversely affect it
or
its business, assets, operations or condition, financial or otherwise, or
adversely affect its ability to perform its obligations under this
Agreement;
(vi) immediately
prior to the transfer and assignment of the Mortgage Loans to the Trustee,
the
Depositor was the sole owner of record and holder of each Mortgage Loan, and
the
Depositor had good and marketable title thereto, and had full right to transfer
and sell each Mortgage Loan to the Trustee free and clear, subject only to
(1) liens of current real property taxes and assessments not yet due and
payable and, if the related Mortgaged Property is a condominium unit, any lien
for common charges permitted by statute, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as
of
the date of recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the related Mortgaged Property is located
and
specifically referred to in the lender’s title insurance policy or attorney’s
opinion of title and abstract of title delivered to the originator of such
Mortgage Loan, and (3) such other matters to which like properties are
commonly subject which do not, individually or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage, of any encumbrance, equity, participation interest, lien, pledge,
charge, claim or security interest, and had full right and authority, subject
to
no interest or participation of, or agreement with, any other party, to sell
and
assign each Mortgage Loan pursuant to this Agreement;
(vii) This
Agreement creates a valid and continuing security interest (as defined in the
applicable Uniform Commercial Code (the “UCC”), in the Mortgage Loans in favor
of the Trustee, which security interest is prior to all other liens, and is
enforceable as such against creditors of and purchasers from the
Depositor;
(viii) The
Mortgage Loans constitute “instruments” within the meaning of the applicable
UCC;
56
(ix) Other
than the security interest granted to the Trustee pursuant to this Agreement,
the Depositor has not pledged, assigned, sold, granted a security interest
in,
or otherwise conveyed any of the Mortgage Loans. The Depositor has
not authorized the filing of and is not aware of any financing statement against
the Depositor that includes a description of the collateral covering the
Mortgage Loans other than a financing statement relating to the security
interest granted to the Trustee hereunder or that has been
terminated. The Depositor is not aware of any judgment or tax lien
filings against the Depositor;
(x) None
of the Mortgage Loans have any marks or notations indicating that such Mortgage
Loans have been pledged, assigned or otherwise conveyed to any Person other
than
the Trustee; and
(xi) The
Depositor has received all consents and approvals required by the terms of
the
Mortgage Loans to convey the Mortgage Loans hereunder to the
Trustee.
The
foregoing representations made in this Section 2.03 shall survive the
termination of this Agreement and shall not be waived by any party
hereto.
|
|
Section
2.04. Representations and Warranties of the Depositor and the
Seller as to the Mortgage Loans.
|
The
Depositor hereby represents and warrants to the Trustee with respect to the
Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof
or such other date set forth herein that as of the Closing Date:
(a) Immediately
prior to the transfer and assignment contemplated herein, the Depositor was
the
sole owner and holder of the Mortgage Loans. The Mortgage Loans were
not assigned or pledged by the Depositor and the Depositor had good and
marketable title thereto, and the Depositor had full right to transfer and
sell
the Mortgage Loans to the Trustee, for the benefit of the Certificateholders,
free and clear of any encumbrance, participation interest, lien, equity, pledge,
claim or security interest and had full right and authority subject to no
interest or participation in, or agreement with any other party to sell or
otherwise transfer the Mortgage Loans.
(b) As
of the Closing Date, the Depositor has transferred all right, title and interest
in the Mortgage Loans to the Trustee on behalf of the Trust.
(c) As
of the Closing Date, the Depositor has not transferred the Mortgage Loans to
the
Trustee on behalf of the Trust with any intent to hinder, delay or defraud
an of
its creditors.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the respective Mortgage Files to the
Trustee or the Custodian and shall inure to the benefit of the Trustee,
notwithstanding any restrictive or qualified endorsement or
assignment.
57
|
|
Section
2.05. Representations and Warranties of the Seller; Discovery
of Breach; Repurchase or Substitution of Mortgage
Loans.
|
(a) With
respect to the MSMCI Mortgage Loans the Seller hereby makes the representations
and warranties contained in Section 3.01 of the MSMCI Purchase Agreement to
and
for the benefit of the Depositor, the Trustee and the Trust Fund.
The
Seller hereby represents and warrants that no Mortgage Loan contains a provision
whereby the related mortgagor is permitted to convert the Mortgage Rate from
an
adjustable rate to a fixed rate.
With
respect to the Virtual Bank Mortgage Loans the Seller hereby makes the
representations and warranties contained in Section 9.02 of the Virtual Bank
Purchase Agreement (other than the representation contained in Section 9.02(b)
of the Virtual Bank Purchase Agreement) to and for the benefit of the Depositor,
the Trustee and the Trust Fund. With respect to the Virtual Bank Mortgage Loans
the Seller hereby represents and warrants to and for the benefit of the
Depositor, the Trustee and the Trust Fund that all payments due on or prior
to
the Cut-off Date for each Virtual Bank Mortgage Loan have been made as of the
Closing Date, such Virtual Bank Mortgage Loan is not delinquent thirty (30)
days
or more in payment and has not been dishonored; there are no material defaults
under the terms of such Virtual Bank Mortgage Loan; the Seller has not advanced
funds, or induced, solicited or knowingly received any advance of funds from
a
party other than the owner of the Mortgaged Property subject to the Mortgage,
directly or indirectly, for the payment of any amount required by any Virtual
Bank Mortgage Loan; as to each Virtual Bank Mortgage Loan, there has been no
more than one thirty (30) day delinquency during the immediately preceding
thirty-day period. The Seller agrees to comply with the provisions of
this Section 2.05 in respect of a breach of any of such representations and
warranties.
With
respect to the Wilmington Finance Mortgage Loans the Seller hereby makes the
representations and warranties contained in Section 9.02 of the Wilmington
Finance Purchase Agreement (other than the representation contained in Section
9.02(b) of the Wilmington Finance Purchase Agreement) to and for the benefit
of
the Depositor, the Trustee and the Trust Fund. With respect to the Wilmington
Finance Mortgage Loans the Seller hereby represents and warrants to and for
the
benefit of the Depositor, the Trustee and the Trust Fund that all payments
due
on or prior to the Cut-off Date for each Wilmington Finance Mortgage Loan have
been made as of the Closing Date, such Wilmington Finance Mortgage Loan is
not
delinquent thirty (30) days or more in payment and has not been dishonored;
there are no material defaults under the terms of such Wilmington Finance
Mortgage Loan; the Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner of
the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the
payment of any amount required by any Wilmington Finance Mortgage Loan; as
to
each Wilmington Finance Mortgage Loan, there has been no more than one thirty
(30) day delinquency during the immediately preceding thirty-day
period. The Seller agrees to comply with the provisions of this
Section 2.05 in respect of a breach of any of such representations and
warranties.
The
Seller hereby represents and warrants to the Trustee with respect to the
Mortgage Loans as of the date hereof or such other date set forth herein that
as
of the Closing Date:
58
(i) Each
Mortgage Loan at origination complied in all material respects with applicable
predatory and abusive lending laws and consummation of the transactions
contemplated by this Agreement will not involve the violation of any such
laws.
(ii) All
of the Mortgage Loans were originated in compliance with all applicable laws,
including, but not limited to, all applicable anti-predatory and abusive lending
laws.
(iii) None
of the Mortgage Loans is covered by the Home Ownership and Equity Protection
Act
of 1994 (“HOEPA”).
(iv) None
of the Mortgage Loans is a “high cost” loan as defined by applicable predatory
and abusive lending laws.
(v) No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and with
respect to the foregoing, the terms “High Cost Loan” and “Covered Loan” have the
meaning assigned to them in the then current version of Standard & Poor’s
LEVELS®, which is now Version 5.7 Glossary Revised, Appendix E which is attached
hereto as Exhibit Q (the “Glossary”) where (x) a “High Cost Loan” is each loan
identified in the column “Category under applicable anti-predatory lending law”
of the table entitled “Standard & Poor's High Cost Loan Categorization” in
the Glossary as each such loan is defined in the applicable anti-predatory
lending law of the State or jurisdiction specified in such table and (y) a
“Covered Loan” is each loan identified in the column “Category under applicable
anti-predatory lending law” of the table entitled “Standard & Poor’s High
Covered Loan Categorization” in the Glossary as each such loan is defined in the
applicable anti-predatory lending law of the State or jurisdiction specified
in
such table.
(vi) No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act.
Upon
discovery by the Depositor, the Seller or the related Originator or receipt
of
written notice of any materially defective document in, or, following the date
of delivery to the Trustee of the Custodian’s certifications, that a document is
missing from, a Trustee Mortgage File, or discovery by the Trustee, the
Depositor, the Seller or the related Originator of the breach by such Originator
or Seller of any representation or warranty under the related Purchase and
Servicing Agreement, as modified by the Acknowledgement, in the case of the
Originator, or under this Agreement, in the case of the Seller, in respect
of
any Mortgage Loan which materially adversely affects the value of that Mortgage
Loan or the interest therein of the Certificateholders (a “Defective Mortgage Loan”)
(each of the Depositor, the Seller and the related Originator hereby agreeing
to
give written notice thereof to the Trustee, the Certificate Insurer and the
other of such parties), the Trustee, or its designee, shall promptly notify
the
Depositor, the Certificate Insurer and the Seller or the related Originator,
as
applicable, in writing of such nonconforming or missing document or breach
and
request that the Seller or related Originator deliver such missing document
or
cure or cause the cure of such defect or breach within a period of time
specified in the related Purchase and Servicing Agreement, and if the Seller
or
related Originator, as applicable, does not deliver such missing document or
cure such defect or breach in all material
59
respects
during such period, the Trustee, shall enforce the obligations of the related
Originator under the related Purchase and Servicing Agreement, as modified
by
the Acknowledgement, or the Seller under this Agreement, as applicable, and
cause the related Originator or the Seller, as the case may be, to repurchase
that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to
the
Determination Date following the expiration of such specified period (subject
to
Section 2.05(c) below); provided, however,
that, in connection
with any such breach that could not reasonably have been cured within such
specified period (unless permitted a greater period of time to cure under the
related Purchase and Servicing Agreement), subject to Section 2.05(c) below,
if
the related Originator or the Seller, as applicable, shall have commenced to
cure such breach within such specified period, the related Originator or the
Seller shall be permitted to proceed thereafter diligently and expeditiously
to
cure the same within such additional time as is reasonably necessary to cure
such breach. To the extent that the amount by which the Purchase
Price (as defined in this Agreement) exceeds the repurchase price payable by
the
related Originator under the related Purchase and Servicing Agreement, including
any costs and damages that are incurred by the Trust Fund as a result of any
violation of any applicable federal, state, or local predatory or abusive
lending law arising from or in connection with the origination of any Mortgage
Loan repurchased by the related Originator or the Seller, the payment of such
excess shall be borne by the Seller. With respect to a breach of a
representation or warranty of a Republic Serviced Mortgage Loan by the related
Originator under the related Purchase and Servicing Agreement, if that
Originator fails to cure the breach or repurchase the affected Mortgage Loan
within the time period required by that Purchase and Servicing Agreement, the
Seller hereby agrees to honor that Originator’s cure and repurchase
obligations. The Purchase Price for the repurchased Mortgage Loan
shall be deposited in the related Distribution Account, and the Trustee, or
its
designee, upon receipt of written certification from the Securities
Administrator of such deposit, shall release or cause the Custodian to release
to the related Originator or the Seller, as applicable, the related Trustee
Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or warranties, as
either party shall furnish to it and as shall be necessary to vest in such
party
any Mortgage Loan released pursuant hereto and the Trustee, or its designee,
shall have no further responsibility with regard to such Trustee Mortgage File
(it being understood that the Trustee shall have no responsibility for
determining the sufficiency of such assignment for its intended
purpose). If pursuant to the foregoing provisions the related
Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage
Loan, the related Servicer shall cause MERS to designate on the MERS® System the
related Originator or the Seller, as applicable, as the beneficial holder of
such Mortgage Loan.
In
lieu
of repurchasing any such Mortgage Loan as provided above, either party may
cause
such Mortgage Loan to be removed from the Trust Fund (in which case it shall
become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage
Loans in the manner and subject to the limitations set forth in
Section 2.05(b) below. It is understood and agreed that the
obligations of the Originators and the Seller to cure or to repurchase (or
to
substitute for) any related Mortgage Loan as to which a document is missing,
a
material defect in a constituent document exists or as to which such a breach
has occurred and is continuing shall constitute the sole remedy against the
such
party respecting such omission, defect or breach available to the Trustee on
behalf of the Certificateholders.
60
(b) Any
substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made
pursuant to Section 2.05(a) above must be effected prior to the last
Business Day that is within two years after the Closing Date. As to
any Deleted Mortgage Loan for which the related Originator or the Seller
substitutes a Replacement Mortgage Loan or Loans, such substitution shall be
effected by delivering to the Custodian, on behalf of the Trustee, for such
Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, any related
assignment thereof and the Acknowledgement to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, together
with
an Officers’ Certificate stating that each such Replacement Mortgage Loan
satisfies the definition thereof and specifying the Substitution Adjustment
Amount (as described below), if any, in connection with such
substitution. Monthly Payments due with respect to Replacement
Mortgage Loans in the month of substitution shall not be included as part of
the
Trust Fund and shall be retained by the related Originator or the Seller, as
applicable. For the month of substitution, distributions to the
Certificateholders shall reflect the collections and recoveries in respect
of
such Deleted Mortgage in the Due Period preceding the month of substitution
and
the related Originator or the Seller, as applicable, shall thereafter be
entitled to retain all amounts subsequently received in respect of such Deleted
Mortgage Loan. Upon such substitution, such Replacement Mortgage Loan
shall constitute part of the Trust Fund and shall be subject in all respects
to
the terms of this Agreement and the related Purchase and Servicing Agreement,
as
modified by the related Acknowledgement, including all representations and
warranties thereof included in such Purchase and Servicing Agreement, as
modified by the Acknowledgement, in each case as of the date of
substitution.