ASSET BACKED FUNDING CORPORATION, Depositor CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, Seller LITTON LOAN SERVICING LP, Servicer and LASALLE BANK NATIONAL ASSOCIATION, Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2007 2007-CB5...
Execution
Copy
ASSET
BACKED FUNDING CORPORATION,
Depositor
CREDIT-BASED
ASSET SERVICING AND SECURITIZATION LLC,
Seller
XXXXXX
LOAN SERVICING LP,
Servicer
and
LASALLE
BANK NATIONAL ASSOCIATION,
Trustee
Dated
as
of May 1, 2007
2007-CB5
Trust
C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2007-CB5
TABLE
OF
CONTENTS
Page
|
ARTICLE
I DEFINITIONS
|
11
|
|
|
Section
1.01.
|
Defined
Terms.
|
11
|
|
Section
1.02.
|
Accounting.
|
62
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
62
|
|
|
Section
2.01.
|
Conveyance
of Mortgage Loans.
|
62
|
|
Section
2.02.
|
Acceptance
by Trustee.
|
65
|
|
Section
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Seller.
|
66
|
|
Section
2.04.
|
Representations
and Warranties of the Seller with Respect to the Mortgage
Loans.
|
69
|
|
Section
2.05.
|
Representations,
Warranties and Covenants of the Servicer.
|
70
|
|
Section
2.06.
|
Representations
and Warranties of the Depositor.
|
72
|
|
Section
2.07.
|
Issuance
of Certificates and the Uncertificated Regular Interests.
|
73
|
|
Section
2.08.
|
Representations
and Warranties of the Seller.
|
74
|
|
Section
2.09.
|
Covenants
of the Seller.
|
76
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF
THE TRUST FUND
|
76
|
|
|
Section
3.01.
|
Servicer
to Act as Servicer.
|
76
|
|
Section
3.02.
|
Collection
of Mortgage Loan Payments.
|
79
|
|
Section
3.03.
|
Realization
Upon Defaulted Mortgage Loans.
|
79
|
|
Section
3.04.
|
Collection
Account, Distribution Account and Cap Carryover Reserve
Account.
|
80
|
|
Section
3.05.
|
Permitted
Withdrawals From the Collection Account.
|
83
|
|
Section
3.06.
|
Establishment
of Escrow Account; Deposits in Escrow Account.
|
84
|
|
Section
3.07.
|
Permitted
Withdrawals From Escrow Account.
|
85
|
|
Section
3.08.
|
Payment
of Taxes, Insurance and Other Charges; Collections
Thereunder.
|
85
|
|
Section
3.09.
|
Transfer
of Accounts.
|
86
|
|
Section
3.10.
|
Maintenance
of Hazard Insurance.
|
86
|
|
Section
3.11.
|
Maintenance
of Mortgage Impairment Insurance Policy.
|
87
|
|
Section
3.12.
|
Fidelity
Bond, Errors and Omissions Insurance.
|
88
|
|
Section
3.13.
|
Title,
Management and Disposition of REO Property and Certain Delinquent
Mortgage
Loans.
|
88
|
|
Section
3.14.
|
Due-on-Sale
Clauses; Assumption and Substitution Agreements.
|
90
|
|
Section
3.15.
|
Notification
of Adjustments.
|
91
|
|
Section
3.16.
|
Optional
Purchases and Sales of Mortgage Loans by Servicer.
|
91
|
|
Section
3.17.
|
Trustee
to Cooperate; Release of Files.
|
92
|
|
Section
3.18.
|
Servicing
Compensation.
|
93
|
|
Section
3.19.
|
Annual
Statement as to Compliance.
|
93
|
|
Section
3.20.
|
Assessment
of Compliance with Servicing Criteria; Independent Public Accountants’
Attestation.
|
94
|
i
|
Section
3.21.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
96
|
|
Section
3.22.
|
Reserved.
|
96
|
|
Section
3.23.
|
Obligations
of the Servicer in Respect of Compensating Interest.
|
96
|
|
Section
3.24.
|
Obligations
of the Servicer in Respect of Mortgage Interest Rates and Monthly
Payments.
|
96
|
|
Section
3.25.
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
96
|
|
Section
3.26.
|
Liability
of Servicer; Indemnification.
|
98
|
|
Section
3.27.
|
Reports
of Foreclosure and Abandonment of Mortgaged Properties.
|
99
|
|
Section
3.28.
|
Protection
of Assets.
|
99
|
|
Section
3.29.
|
Periodic
Filings.
|
99
|
|
Section
3.30.
|
Subservicing
Agreements between the Servicer and Subservicers.
|
105
|
|
Section
3.31.
|
Successor
Subservicers.
|
108
|
|
Section
3.32.
|
No
Contractual Relationship between Subservicers and the
Trustee.
|
108
|
|
Section
3.33.
|
Assumption
or Termination of Subservicing Agreements by Trustee.
|
108
|
|
Section
3.34.
|
Subservicing
Accounts.
|
109
|
|
ARTICLE
IV FLOW OF FUNDS
|
109
|
|
|
Section
4.01.
|
Interest
Distributions.
|
109
|
|
Section
4.02.
|
Distributions
of Principal and Monthly Excess Cashflow Amounts.
|
111
|
|
Section
4.03.
|
Allocation
of Losses.
|
116
|
|
Section
4.04.
|
Method
of Distribution.
|
117
|
|
Section
4.05.
|
Distributions
on Book-Entry Certificates.
|
117
|
|
Section
4.06.
|
Statements.
|
117
|
|
Section
4.07.
|
Remittance
Reports; Advances.
|
121
|
|
Section
4.08.
|
REMIC
Distributions.
|
122
|
|
Section
4.09.
|
Supplemental
Interest Trust.
|
127
|
|
ARTICLE
V THE CERTIFICATES
|
131
|
|
|
Section
5.01.
|
The
Certificates.
|
131
|
|
Section
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
132
|
|
Section
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
137
|
|
Section
5.04.
|
Persons
Deemed Owners.
|
138
|
|
Section
5.05.
|
Appointment
of Paying Agent.
|
138
|
|
ARTICLE
VI THE SELLER, THE SERVICER AND THE DEPOSITOR
|
138
|
|
|
Section
6.01.
|
Liability
of the Seller, the Servicer and the Depositor.
|
138
|
|
Section
6.02.
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Seller,
the
Servicer or the Depositor.
|
138
|
|
Section
6.03.
|
Limitation
on Liability of the Servicer and Others.
|
139
|
|
Section
6.04.
|
Servicer
Not to Resign.
|
140
|
|
Section
6.05.
|
Advance
Facility.
|
141
|
|
ARTICLE
VII DEFAULT
|
143
|
|
|
Section
7.01.
|
Servicer
Events of Termination.
|
143
|
ii
|
Section
7.02.
|
Trustee
to Act; Appointment of Successor.
|
145
|
|
Section
7.03.
|
Waiver
of Defaults.
|
146
|
|
Section
7.04.
|
Notification
to Certificateholders.
|
147
|
|
Section
7.05.
|
Survivability
of Servicer Liabilities.
|
147
|
|
ARTICLE
VIII THE TRUSTEE
|
147
|
|
|
Section
8.01.
|
Duties
of Trustee.
|
147
|
|
Section
8.02.
|
Certain
Matters Affecting the Trustee.
|
149
|
|
Section
8.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
150
|
|
Section
8.04.
|
Trustee
May Own Certificates.
|
151
|
|
Section
8.05.
|
Seller
to Pay Trustee Fees and Expenses.
|
151
|
|
Section
8.06.
|
Eligibility
Requirements for Trustee.
|
152
|
|
Section
8.07.
|
Resignation
or Removal of Trustee.
|
152
|
|
Section
8.08.
|
Successor
Trustee.
|
153
|
|
Section
8.09.
|
Merger
or Consolidation of Trustee.
|
153
|
|
Section
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
153
|
|
Section
8.11.
|
Limitation
of Liability.
|
155
|
|
Section
8.12.
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
155
|
|
Section
8.13.
|
Suits
for Enforcement.
|
155
|
|
Section
8.14.
|
Waiver
of Bond Requirement.
|
156
|
|
Section
8.15.
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
156
|
|
ARTICLE
IX REMIC ADMINISTRATION
|
156
|
|
|
Section
9.01.
|
REMIC
Administration.
|
156
|
|
Section
9.02.
|
Prohibited
Transactions and Activities.
|
158
|
|
Section
9.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
159
|
|
Section
9.04.
|
REO
Property.
|
159
|
|
ARTICLE
X TERMINATION
|
160
|
|
|
Section
10.01.
|
Termination.
|
160
|
|
Section
10.02.
|
Additional
Termination Requirements.
|
162
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
162
|
|
|
Section
11.01.
|
Amendment.
|
162
|
|
Section
11.02.
|
Recordation
of Agreement; Counterparts.
|
164
|
|
Section
11.03.
|
Limitation
on Rights of Certificateholders.
|
164
|
|
Section
11.04.
|
Governing
Law; Jurisdiction.
|
165
|
|
Section
11.05.
|
Notices.
|
165
|
|
Section
11.06.
|
Severability of Provisions.
|
166
|
|
Section
11.07.
|
Article
and Section References.
|
166
|
|
Section
11.08.
|
Notice
to the Rating Agencies.
|
166
|
|
Section
11.09.
|
Further
Assurances.
|
167
|
|
Section
11.10.
|
Benefits
of Agreement.
|
167
|
|
Section
11.11.
|
Acts
of Certificateholders.
|
167
|
|
Section
11.12.
|
Regulation
AB Compliance; Intent of the Parties; Reasonableness.
|
168
|
iii
EXHIBITS:
|
Exhibit
A-1
|
Form
of Class A-1 Certificates
|
|
Exhibit
A-2
|
Form
of Class A-2 Certificates
|
|
Exhibit
A-3
|
Form
of Class A-3 Certificates
|
|
Exhibit
B-1
|
Form
of Class M-1 Certificates
|
|
Exhibit
B-2
|
Form
of Class M-2 Certificates
|
|
Exhibit
B-3
|
Form
of Class M-3 Certificates
|
|
Exhibit
B-4
|
Form
of Class M-4 Certificates
|
|
Exhibit
B-5
|
Form
of Class M-5 Certificates
|
|
Exhibit
B-6
|
Form
of Class M-6 Certificates
|
|
Exhibit
B-7
|
Form
of Class M-7 Certificates
|
|
Exhibit
B-8
|
Form
of Class M-8 Certificates
|
|
Exhibit
B-9
|
Form
of Class M-9 Certificates
|
|
Exhibit
B-10
|
Form
of Class B-1 Certificates
|
|
Exhibit
C-1
|
Form
of Class CE-1 Certificates
|
|
Exhibit
C-2
|
Form
of Class CE-2 Certificates
|
|
Exhibit
C-3
|
Form
of Class P Certificates
|
|
Exhibit
C-4
|
Form
of Class R Certificate
|
|
Exhibit
C-5
|
Form
of Class R-X Certificate
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Form
of Request for Release of Documents
|
|
Exhibit
F-1
|
Form
of Initial Certification
|
|
Exhibit
F-2
|
Form
of Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
Mortgage
Loan Purchase Agreement
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of ERISA Representation
|
|
Exhibit
J-1
|
Form
of Investment Letter [Non-Rule
144A]
|
|
Exhibit
J-2
|
Form
of Rule 144A Investment Letter
|
|
Exhibit
K
|
Form
of Residual Certificate Transfer
Affidavit
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
Form
of Officer’s Certificate with Respect to
Prepayments
|
|
Exhibit
N
|
[RESERVED]
|
|
Exhibit
O-1
|
Cap
Agreement
|
|
Exhibit
O-2
|
Swap
Agreement
|
|
Exhibit
P-1
|
Form
of Sarbanes Certification
|
|
Exhibit
P-2
|
Form
of Certification to be Provided by
Trustee
|
|
Exhibit
Q
|
Schedule
of Mortgage Loans without Title
Policies
|
|
Exhibit
R
|
Form
of Power of Attorney
|
|
Exhibit
S
|
Servicing
Criteria
|
|
Exhibit
T-1
|
Form
8-K Disclosure Information
|
|
Exhibit
T-2
|
Additional
Form 10-D Disclosure
|
|
Exhibit
T-3
|
Additional
Form 10-K Disclosure
|
|
Exhibit
U
|
Additional
Disclosure Notification
|
iv
This
Pooling and Servicing Agreement is dated as of May 1, 2007 (the “Agreement”),
among
ASSET BACKED FUNDING CORPORATION, as depositor (the “Depositor”),
CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, as seller (the
“Seller”),
XXXXXX LOAN SERVICING LP, as servicer (the “Servicer”),
and
LASALLE BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”),
to be
issued hereunder in multiple Classes, which in the aggregate will evidence
the
entire beneficial ownership interest in the Trust Fund created hereunder. The
Certificates will consist of eighteen Classes of Certificates, designated as
(i) the Class A-1, Class A-2 and Class A-3 Certificates, (ii) the
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8 and Class M-9 Certificates, (iii) the Class B-1
Certificates, (iv) the Class P Certificates, (v) the Class CE-1 and Class
CE-2 Certificates and (vi) the Class R and Class R-X
Certificates.
The
descriptions of each REMIC that follow are part of the Preliminary Statement.
Any inconsistencies or ambiguities in this Agreement or in the administration
of
this Agreement shall be resolved pursuant to the terms of Section 11.01 hereof
in a manner that preserves the validity of such REMIC elections described
below.
REMIC
1
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (but exclusive of the Swap Agreement, the Cap
Agreement, the Swap Account, the Cap Carryover Reserve Account, the Cap Account,
the Supplemental Interest Trust and any amounts paid by the Servicer in respect
of improperly waived prepayment Penalties) as a real estate investment conduit
(a “REMIC”)
for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC 1.” The Class R-1 Interest will represent the sole
class of “residual interests” in REMIC 1 for purposes of the REMIC
Provisions under federal income tax law. The following table irrevocably sets
forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the
initial Uncertificated Principal Balance, and solely for purposes of satisfying
Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 1 Regular Interests. None of the REMIC 1
Regular Interests will be certificated.
|
Designation
|
Initial
Uncertificated
Principal
or Notional
Balance
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
I
|
$13,154,811.88
|
Variable(2)
|
April
25, 2047
|
|
I-1-A
|
$3,296,832.50
|
Variable(2)
|
April
25, 2047
|
|
I-1-B
|
$3,296,832.50
|
Variable(2)
|
April
25, 2047
|
|
I-2-A
|
$3,908,508.50
|
Variable(2)
|
April
25, 2047
|
|
I-2-B
|
$3,908,508.50
|
Variable(2)
|
April
25, 2047
|
|
Designation
|
Initial
Uncertificated
Principal
or Notional
Balance
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
I-3-A
|
$4,486,497.00
|
Variable(2)
|
April
25, 2047
|
|
I-3-B
|
$4,486,497.00
|
Variable(2)
|
April
25, 2047
|
|
I-4-A
|
$5,040,772.50
|
Variable(2)
|
April
25, 2047
|
|
I-4-B
|
$5,040,772.50
|
Variable(2)
|
April
25, 2047
|
|
I-5-A
|
$5,585,050.00
|
Variable(2)
|
April
25, 2047
|
|
I-5-B
|
$5,585,050.00
|
Variable(2)
|
April
25, 2047
|
|
I-6-A
|
$6,022,742.50
|
Variable(2)
|
April
25, 2047
|
|
I-6-B
|
$6,022,742.50
|
Variable(2)
|
April
25, 2047
|
|
I-7-A
|
$6,350,009.00
|
Variable(2)
|
April
25, 2047
|
|
I-7-B
|
$6,350,009.00
|
Variable(2)
|
April
25, 2047
|
|
I-8-A
|
$6,311,928.00
|
Variable(2)
|
April
25, 2047
|
|
I-8-B
|
$6,311,928.00
|
Variable(2)
|
April
25, 2047
|
|
I-9-A
|
$6,113,950.50
|
Variable(2)
|
April
25, 2047
|
|
I-9-B
|
$6,113,950.50
|
Variable(2)
|
April
25, 2047
|
|
I-10-A
|
$5,859,696.00
|
Variable(2)
|
April
25, 2047
|
|
I-10-B
|
$5,859,696.00
|
Variable(2)
|
April
25, 2047
|
|
I-11-A
|
$5,591,517.00
|
Variable(2)
|
April
25, 2047
|
|
I-11-B
|
$5,591,517.00
|
Variable(2)
|
April
25, 2047
|
|
I-12-A
|
$5,341,629.50
|
Variable(2)
|
April
25, 2047
|
|
I-12-B
|
$5,341,629.50
|
Variable(2)
|
April
25, 2047
|
|
I-13-A
|
$5,102,104.00
|
Variable(2)
|
April
25, 2047
|
|
I-13-B
|
$5,102,104.00
|
Variable(2)
|
April
25, 2047
|
|
I-14-A
|
$4,866,455.50
|
Variable(2)
|
April
25, 2047
|
|
I-14-B
|
$4,866,455.50
|
Variable(2)
|
April
25, 2047
|
|
I-15-A
|
$4,668,616.50
|
Variable(2)
|
April
25, 2047
|
|
I-15-B
|
$4,668,616.50
|
Variable(2)
|
April
25, 2047
|
|
I-16-A
|
$4,655,763.00
|
Variable(2)
|
April
25, 2047
|
|
I-16-B
|
$4,655,763.00
|
Variable(2)
|
April
25, 2047
|
|
I-17-A
|
$4,579,802.00
|
Variable(2)
|
April
25, 2047
|
|
I-17-B
|
$4,579,802.00
|
Variable(2)
|
April
25, 2047
|
|
I-18-A
|
$6,269,337.00
|
Variable(2)
|
April
25, 2047
|
|
I-18-B
|
$6,269,337.00
|
Variable(2)
|
April
25, 2047
|
|
I-19-A
|
$22,455,550.00
|
Variable(2)
|
April
25, 2047
|
|
I-19-B
|
$22,455,550.00
|
Variable(2)
|
April
25, 2047
|
|
I-20-A
|
$11,798,160.50
|
Variable(2)
|
April
25, 2047
|
|
I-20-B
|
$11,798,160.50
|
Variable(2)
|
April
25, 2047
|
2
|
Designation
|
Initial
Uncertificated
Principal
or Notional
Balance
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
I-21-A
|
$5,888,908.00
|
Variable(2)
|
April
25, 2047
|
|
I-21-B
|
$5,888,908.00
|
Variable(2)
|
April
25, 2047
|
|
I-22-A
|
$3,449,633.00
|
Variable(2)
|
April
25, 2047
|
|
I-22-B
|
$3,449,633.00
|
Variable(2)
|
April
25, 2047
|
|
I-23-A
|
$1,595,739.50
|
Variable(2)
|
April
25, 2047
|
|
I-23-B
|
$1,595,739.50
|
Variable(2)
|
April
25, 2047
|
|
I-24-A
|
$1,439,665.00
|
Variable(2)
|
April
25, 2047
|
|
I-24-B
|
$1,439,665.00
|
Variable(2)
|
April
25, 2047
|
|
I-25-A
|
$1,323,537.00
|
Variable(2)
|
April
25, 2047
|
|
I-25-B
|
$1,323,537.00
|
Variable(2)
|
April
25, 2047
|
|
I-26-A
|
$1,208,943.00
|
Variable(2)
|
April
25, 2047
|
|
I-26-B
|
$1,208,943.00
|
Variable(2)
|
April
25, 2047
|
|
I-27-A
|
$1,155,175.00
|
Variable(2)
|
April
25, 2047
|
|
I-27-B
|
$1,155,175.00
|
Variable(2)
|
April
25, 2047
|
|
I-28-A
|
$1,103,974.00
|
Variable(2)
|
April
25, 2047
|
|
I-28-B
|
$1,103,974.00
|
Variable(2)
|
April
25, 2047
|
|
I-29-A
|
$1,147,583.50
|
Variable(2)
|
April
25, 2047
|
|
I-29-B
|
$1,147,583.50
|
Variable(2)
|
April
25, 2047
|
|
I-30-A
|
$1,146,693.50
|
Variable(2)
|
April
25, 2047
|
|
I-30-B
|
$1,146,693.50
|
Variable(2)
|
April
25, 2047
|
|
I-31-A
|
$2,478,728.00
|
Variable(2)
|
April
25, 2047
|
|
I-31-B
|
$2,478,728.00
|
Variable(2)
|
April
25, 2047
|
|
I-32-A
|
$1,471,955.50
|
Variable(2)
|
April
25, 2047
|
|
I-32-B
|
$1,471,955.50
|
Variable(2)
|
April
25, 2047
|
|
I-33-A
|
$1,189,698.00
|
Variable(2)
|
April
25, 2047
|
|
I-33-B
|
$1,189,698.00
|
Variable(2)
|
April
25, 2047
|
|
I-34-A
|
$1,163,161.50
|
Variable(2)
|
April
25, 2047
|
|
I-34-B
|
$1,163,161.50
|
Variable(2)
|
April
25, 2047
|
|
I-35-A
|
$630,274.50
|
Variable(2)
|
April
25, 2047
|
|
I-35-B
|
$630,274.50
|
Variable(2)
|
April
25, 2047
|
|
I-36-A
|
$606,158.50
|
Variable(2)
|
April
25, 2047
|
|
I-36-B
|
$606,158.50
|
Variable(2)
|
April
25, 2047
|
|
I-37-A
|
$583,006.00
|
Variable(2)
|
April
25, 2047
|
|
I-37-B
|
$583,006.00
|
Variable(2)
|
April
25, 2047
|
|
I-38-A
|
$560,775.00
|
Variable(2)
|
April
25, 2047
|
|
I-38-B
|
$560,775.00
|
Variable(2)
|
April
25, 2047
|
3
|
Designation
|
Initial
Uncertificated
Principal
or Notional
Balance
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
I-39-A
|
$539,428.00
|
Variable(2)
|
April
25, 2047
|
|
I-39-B
|
$539,428.00
|
Variable(2)
|
April
25, 2047
|
|
I-40-A
|
$518,927.00
|
Variable(2)
|
April
25, 2047
|
|
I-40-B
|
$518,927.00
|
Variable(2)
|
April
25, 2047
|
|
I-41-A
|
$499,236.50
|
Variable(2)
|
April
25, 2047
|
|
I-41-B
|
$499,236.50
|
Variable(2)
|
April
25, 2047
|
|
I-42-A
|
$480,323.00
|
Variable(2)
|
April
25, 2047
|
|
I-42-B
|
$480,323.00
|
Variable(2)
|
April
25, 2047
|
|
I-43-A
|
$462,153.50
|
Variable(2)
|
April
25, 2047
|
|
I-43-A
|
$462,153.50
|
Variable(2)
|
April
25, 2047
|
|
I-44-A
|
$444,698.00
|
Variable(2)
|
April
25, 2047
|
|
I-44-B
|
$444,698.00
|
Variable(2)
|
April
25, 2047
|
|
I-45-A
|
$427,926.50
|
Variable(2)
|
April
25, 2047
|
|
I-45-B
|
$427,926.50
|
Variable(2)
|
April
25, 2047
|
|
I-46-A
|
$411,810.00
|
Variable(2)
|
April
25, 2047
|
|
I-46-B
|
$411,810.00
|
Variable(2)
|
April
25, 2047
|
|
I-47-A
|
$10,766,967.50
|
Variable(2)
|
April
25, 2047
|
|
I-47-B
|
$10,766,967.50
|
Variable(2)
|
April
25, 2047
|
|
I-CE-2
|
(3)
|
Variable(2)
|
April
25, 2047
|
________________
|
(1)
|
Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC 1 Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through
Rate” herein.
|
|
(3)
|
The
Class I-CE-2 Interest will accrue interest on its Uncertificated
Notional
Amount.
|
4
REMIC
2
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 1 Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC 2.” The Class R-2 Interest will represent the sole
class of “residual interests” in REMIC 2 for purposes of the REMIC
Provisions. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Balance,
and solely for purposes of satisfying Treasury Regulations
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
of the Uncertificated REMIC 2 Regular Interests. None of the Uncertificated
REMIC 2 Interests will be certificated.
|
Designation
|
Initial
Uncertificated
Principal
or Notional
Balance
|
Uncertificated
REMIC
2
Pass-Through Rate(1)
|
Latest
Possible
Maturity
Date(1)
|
|
LT2AA
|
$348,051,617.64
|
Variable(2)
|
April
25, 2047
|
|
LT2A1
|
$164,951.00
|
Variable(2)
|
April
25, 2047
|
|
LT2A2
|
$91,350.00
|
Variable(2)
|
April
25, 2047
|
|
LT2A3
|
$22,851.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M1
|
$12,963.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M2
|
$12,253.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M3
|
$6,926.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M4
|
$6,215.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M5
|
$5,860.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M6
|
$5,505.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M7
|
$5,327.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M8
|
$3,729.00
|
Variable(2)
|
April
25, 2047
|
|
LT2M9
|
$4,084.00
|
Variable(2)
|
April
25, 2047
|
|
LT2B1
|
$3,552.00
|
Variable(2)
|
April
25, 2047
|
|
LT2ZZ
|
$3,647,433.24
|
Variable(2)
|
April
25, 2047
|
|
LT2P
|
$100.00
|
Variable(2)
|
April
25, 2047
|
|
LT2IO
|
(3)
|
Variable(2)
|
April
25, 2047
|
|
LT2CE2
|
(4)
|
Variable(2)
|
April
25, 2047
|
________________
|
(1)
|
Solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC 2 Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
|
(3)
|
The
Class LT2IO Interest will not have a principal balance but will instead
accrue interest on the basis of its Uncertificated Notional
Balance.
|
|
(4)
|
The
Class LT2CE2 Interest will be entitled to 100% of the amounts received
in
respect of the REMIC 1 Regular Interest
I-CE-2.
|
5
REMIC
3
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 3.” The Class R-3 Interest represents the sole class of “residual
interests” in REMIC 3 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the Class designation, Uncertificated
REMIC 3 Pass-Through Rate and initial uncertified Balance for each Class of
REMIC 3 Regular Interests comprising the “regular interests” in REMIC 3 for
purposes of the REMIC Provisions:
|
REMIC
3 Regular Interest
|
Initial
Uncertificated Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
A-1
|
$164,951,000.00
|
(2)
|
April
25, 2047
|
|
A-2
|
$91,350,000.00
|
(2)
|
April
25, 2047
|
|
A-3
|
$22,851,000.00
|
(2)
|
April
25, 2047
|
|
M-1
|
$12,963,000.00
|
(2)
|
April
25, 2047
|
|
M-2
|
$12,253,000.00
|
(2)
|
April
25, 2047
|
|
M-3
|
$6,926,000.00
|
(2)
|
April
25, 2047
|
|
M-4
|
$6,215,000.00
|
(2)
|
April
25, 2047
|
|
M-5
|
$5,860,000.00
|
(2)
|
April
25, 2047
|
|
M-6
|
$5,505,000.00
|
(2)
|
April
25, 2047
|
|
M-7
|
$5,327,000.00
|
(2)
|
April
25, 2047
|
|
M-8
|
$3,729,000.00
|
(2)
|
April
25, 2047
|
|
M-9
|
$4,084,000.00
|
(2)
|
April
25, 2047
|
|
B-1
|
$3,552,000.00
|
(2)
|
April
25, 2047
|
|
CE-1
|
(3)
|
(3)
|
April
25, 2047
|
|
CE-2
|
(4)
|
(4)
|
April
25, 2047
|
|
P(5)
|
$100.00
|
N/A
|
April
25, 2047
|
|
SWAP-IO
|
(6)
|
(6)
|
April
25, 2047
|
________________
|
(1)
|
Solely
for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of REMIC 3 Regular
Interests.
|
|
(2)
|
Interest
will accrue on these REMIC 3 Regular Interests at a per annum rate
equal
to the lesser of (i) the related Pass-Through Rate of the Corresponding
Class of Certificates and (ii) the REMIC 3
Cap.
|
|
On
any Distribution Date on which the Certificate Interest Rate for
the
Corresponding Class of Certificates exceeds the REMIC 3 Cap, interest
accruals based on such excess shall be treated as having been paid
from
Cap Carryover Reserve Account or the Supplemental Interest Trust,
as
applicable. On any Distribution Date on which the Certificate Interest
Rate on a Class of Certificates is based on the Rate Cap, the excess
of
the amount of interest that would have accrued on such Class of
Certificates if the REMIC 3 Cap were substituted for the Rate Cap
over the
interest accruals based on the Rate Cap shall be treated as having
been
paid by the related Class of Certificates to the Supplemental Interest
Trust, all pursuant to and as further provided in Section
4.09
herein.
|
|
(3)
|
Solely
for federal income tax purposes, the Class CE-1 Regular Interest
will have
an Original Class Certificate Principal Balance equal to the Initial
Overcollateralization Amount. The Class CE-1 Regular Interest will
bear
interest at its Pass-Through Rate based on its Notional
Amount.
|
6
|
(4)
|
The
Class CE-2 Regular Interests will be entitled to 100% of the amounts
received with respect to the REMIC 2 Regular Interest
LT2CE2.
|
|
(5)
|
The
Class P REMIC 3 Regular Interests will not bear
interest.
|
|
(6)
|
The
Class SWAP-IO Interest will not have a principal balance but will
accrue
interest on the basis of its Uncertificated Notional
Balance.
|
REMIC
A
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 3 Class CE-1 Interest as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC A.” The REMIC A Class CE-1 Interest represents the sole class of regular
interests and the Class R-A Interest represents the sole class of “residual
interests” in REMIC A for purposes of the REMIC Provisions. The REMIC A Class
CE-1 Interest shall have a principal balance equal to the REMIC 3 Class CE-1
Interest and shall bear interest at the same rate as the REMIC 3 Class CE-1
Interest.
REMIC
B
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 3 Class P Interest as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC B.” The REMIC B Class P Interest represents the sole class of regular
interests and the Class R-B Interest represents the sole class of “residual
interests” in REMIC B for purposes of the REMIC Provisions. The REMIC B Class P
Interest shall have a principal balance equal to the REMIC 3 Class P Interest
and shall bear interest at the same rate as the REMIC 3 Class P
Interest.
REMIC
C
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 3 Class B-1 Interest as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC C.” The Class B-1 Certificates (exclusive of the right to Cap Carryover
Amounts) represent the sole class of “regular interests” and the Class R-C
Interest represents the sole class of “residual interests” in REMIC C for
purposes of the REMIC Provisions. The Class B-1 Certificates shall have a
principal balance equal to the REMIC 3 Class B-1 Interest and shall bear
interest at the same rate as the REMIC 3 Class B-1 Interest.
REMIC
D
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 3 Class CE-2 Interest as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC D.” The Class CE-2 Certificates represent the sole class of “regular
interests” and the Class R-D Interest represents the sole class of “residual
interests” in REMIC D for purposes of the REMIC Provisions. The REMIC D Class
CE-2 Interest shall have a notional balance equal to the REMIC 3 Class CE-2
Interest and shall bear interest at the same rate as the REMIC 3 Class CE-2
Interest.
7
Solely
for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the
Distribution Date following the maturity date for the Mortgage Loan with the
latest maturity date has been designated as the “latest possible maturity date”
for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 3, REMIC A, REMIC B, REMIC C or REMIC D.
8
SUMMARY
OF CERTIFICATES
The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate and the Original Class Certificate Principal Balance for each
Class of Certificates comprising the interests in the Trust Fund created
hereunder:
|
Class
|
Issuing
REMIC
|
Original
Class Certificate
Principal
Balance or Notional Amount
|
Certificate
Interest
Rate
|
Assumed
Final
Maturity
Dates
|
|
A-1
|
3
|
$164,951,000.00
|
(1)
|
April
25, 2037
|
|
A-2
|
3
|
$91,350,000.00
|
(2)
|
April
25, 2037
|
|
A-3
|
3
|
$22,851,000.00
|
(3)
|
April
25, 2037
|
|
M-1
|
3
|
$12,963,000.00
|
(4)
|
April
25, 2037
|
|
M-2
|
3
|
$12,253,000.00
|
(5)
|
April
25, 2037
|
|
M-3
|
3
|
$6,926,000.00
|
(6)
|
April
25, 2037
|
|
M-4
|
3
|
$6,215,000.00
|
(7)
|
April
25, 2037
|
|
M-5
|
3
|
$5,860,000.00
|
(8)
|
April
25, 2037
|
|
M-6
|
3
|
$5,505,000.00
|
(9)
|
April
25, 2037
|
|
M-7
|
3
|
$5,327,000.00
|
(10)
|
April
25, 2037
|
|
M-8
|
3
|
$3,729,000.00
|
(11)
|
April
25, 2037
|
|
M-9
|
3
|
$4,084,000.00
|
(12)
|
April
25, 2037
|
|
B-1
|
C
|
$3,552,000.00
|
(13)
|
April
25, 2037
|
|
CE-1(14)
|
A
|
(15)
|
(14)
|
N/A
|
|
CE-2
|
D
|
(16)
|
(16)
|
N/A
|
|
P(17)
|
B
|
$100.00(17)
|
X/X
|
X/X
|
|
X
|
0,
0, 0(00)
|
X/X
|
X/X
|
X/X
|
|
R-X
|
A,
B, C, D(19)
|
N/A
|
N/A
|
N/A
|
|
Total
|
$345,566,100(20)
|
|||
________________
|
(1)
|
Interest
will accrue on the Class A-1 Certificates at a rate equal to the
lesser of: (i) the Class A-1 Pass-Through Rate and (ii) the Rate
Cap for such Distribution Date.
|
|
(2)
|
Interest
will accrue on the Class A-2 Certificates at a rate equal to the
lesser
of: (i) the Class A-2 Pass-Through Rate and (ii) the Rate Cap
for such Distribution Date.
|
|
(3)
|
Interest
will accrue on the Class A-3 Certificates at a rate equal to the
lesser
of: (i) the Class A-3 Pass-Through Rate and (ii) the Rate Cap
for such Distribution Date.
|
|
(4)
|
Interest
will accrue on the Class M-1 Certificates at a rate equal to the
lesser of: (i) the Class M-1 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(5)
|
Interest
will accrue on the Class M-2 Certificates at a rate equal to the
lesser of: (i) the Class M-2 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(6)
|
Interest
will accrue on the Class M-3 Certificates at a rate equal to the
lesser of: (i) the Class M-3 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(7)
|
Interest
will accrue on the Class M-4 Certificates at a rate equal to the
lesser of: (i) the Class M-4 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(8)
|
Interest
will accrue on the Class M-5 Certificates at a rate equal to the
lesser of: (i) the Class M-5 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(9)
|
Interest
will accrue on the Class M-6 Certificates at a rate equal to the
lesser of: (i) the Class M-6 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(10)
|
Interest
will accrue on the Class M-7 Certificates at a rate equal to the
lesser of: (i) the Class M-7 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(11)
|
Interest
will accrue on the Class M-8 Certificates at a rate equal to the
lesser of: (i) the Class M-8 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
9
|
(12)
|
Interest
will accrue on the Class M-9 Certificates at a rate equal to the
lesser of: (i) the Class M-9 Pass-Through Rate and (ii) the
Rate Cap for such Distribution
Date.
|
|
(13)
|
Interest
will accrue on the Class B-1 Certificates at a rate equal to the
lesser
of: (i) the Class B-1 Pass-Through Rate and (ii) the Rate
Cap for such Distribution Date.
|
|
(14)
|
The
Class CE-1 Certificates represent the beneficial ownership of the
Class
CE-1 Interest. REMIC 3 will issue the REMIC 3 Class CE-1 Interest,
which
will be an asset of REMIC A. REMIC A will issue the REMIC A Class
CE
Interest. The REMIC 3 Class CE-1 Interest and the REMIC A Class CE-1
Interest will have a principal balance equal to the Class CE-1
Uncertificated Principal Balance but will not bear interest on that
balance. The REMIC 3 Class CE-1 Interest and the REMIC A Class CE-1
Interest will bear interest on the Notional Amount therefor at the
Pass
Through Rate therefor. The Class CE-1 Certificates will represent
the
rights as indicated herein.
|
|
(15)
|
Solely
for federal income tax purposes, the Class CE-1 Certificates will
have an
Original Class Certificate Principal Balance equal to the Initial
Overcollateralization Amount. The Class CE-1 Certificates will bear
interest on their Notional Amount.
|
|
(16)
|
The
Class CE-2 Certificates represent the beneficial ownership of the
Class
CE-2 Interest. REMIC 3 will issue the REMIC 3 Class CE-2 Interest,
which
will be an asset of REMIC D. REMIC D will issue the REMIC D Class
CE-2
Interest.
|
|
(17)
|
The
Class P Certificates represent the beneficial ownership of the Class
P
Interest. REMIC 3 will issue the REMIC 3 Class P Interest, which
will be
an asset of REMIC B. REMIC B will issue the Class P Interest. The
Class P
Certificates are also entitled to any amounts paid by the Servicer
in
respect of improperly waived Prepayment Penalties pursuant to Section
3.01.
|
|
(18)
|
The
Class R Certificate will represent beneficial ownership of the Class
R-1
Interest, the Class R-2 Interest and the Class R-3
Interest.
|
|
(19)
|
The
Class R-X Certificate will represent beneficial ownership of the
Class R-A
Interest, the Class R-B Interest, the Class R-C Interest and the
Class R-D
Interest.
|
|
(20)
|
Exclusive
of the Class CE Notional
Amount.
|
10
ARTICLE
I
DEFINITIONS
Section
1.01. Defined
Terms.
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, interest on the Floating
Rate Certificates will be calculated on the basis of the actual number of days
in the related Interest Accrual Period and a 360-day year. Interest on the
Fixed-Rate Certificates will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
1933
Act:
The
Securities Act of 1933, as amended.
40-Year
Trigger Event:
With
respect to any Distribution Date beginning with the 241st
Distribution Date or any Distribution Date thereafter, if (i) the aggregate
Principal Balance of the Mortgage Loans with 40-year original terms to maturity
as of the last day of the related Collection Period after giving effect to
principal prepayments in the related Prepayment Period, exceeds (ii) the
Overcollateralization Amount for such Distribution Date (after giving effect
to
all principal distributions on such Distribution Date other than principal
distributions resulting from this event).
60+
Day Delinquent Loan:
Each
Mortgage Loan with respect to which any portion of a Monthly Payment is, as
of
the last day of the prior Collection Period, two months or more past due, each
Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for which
the Mortgagor has filed for bankruptcy after the Closing Date.
Account:
Any of
the Collection Account, the Distribution Account, the Escrow Account, the Swap
Account, the Cap Account and the Cap Carryover Reserve Account.
Accrued
Certificate Interest:
With
respect to each Distribution Date and Class of Certificates, an amount equal
to
the interest accrued at the applicable rate set forth or described for such
Class in the table in the Preliminary Statement during the related Interest
Accrual Period on the Certificate Principal Balance of such Class of
Certificates, reduced by such Class’s Interest Percentage of Relief Act Interest
Shortfalls for such Distribution Date.
Additional
Form 10-D Disclosure:
As
defined in Section 3.29(b) hereof.
Additional
Form 10-K Disclosure:
As
defined in Section 3.29(b) hereof.
Adjustable-Rate
Mortgage Loan:
A
Mortgage Loan which has a rate at which interest accrues that adjusts based
on
the applicable Index plus a related Gross Margin, as set forth and subject
to
the limitations in the related Mortgage Note.
11
Adjustment
Date:
With
respect to each Adjustable-Rate Mortgage Loan, each adjustment date, on which
the Mortgage Interest Rate of an Adjustable-Rate Mortgage Loan changes pursuant
to the related Mortgage Note. The first Adjustment Date following the Cut-off
Date as to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage
Loan
Schedule.
Administrative
Fee:
The sum
of (i) the Trustee Fee (ii) the Servicing Fee and (ii) the Excess
Servicing Fee.
Administrative
Fee Rate:
The sum
of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the
Excess Servicing Fee Rate.
Advance:
As to
any Mortgage Loan or REO Property, any advance made by the Servicer in respect
of any Distribution Date pursuant to Section 4.07.
Advance
Facility:
As
defined in Section 6.05(a) hereof.
Advance
Facility Notice:
As
defined in Section 6.05(b) hereof.
Advance
Financing Person:
As
defined in Section 6.05(a) hereof.
Advance
Reimbursement Amounts:
As
defined in Section 6.05(b) hereof.
Adverse
REMIC Event:
As
defined in Section 9.01(f) hereof.
Affiliate:
With
respect to any Person, any other Person controlling, controlled by or under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
Aggregate
Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (i) the Principal Remittance
Amount and (ii) the Overcollateralization Release Amount.
Agreement:
This
Pooling and Servicing Agreement and all amendments and supplements
hereto.
Applicable
Regulations:
As to
any Mortgage Loan, all federal, state and local laws, statutes, rules and
regulations applicable thereto.
Applied
Realized Loss Amount:
With
respect to each Distribution Date, the excess, if any, of (a) the aggregate
of the Certificate Principal Balances of the Certificates (after giving effect
to the distribution of the Principal Distribution Amount on such Distribution
Date and any increase of any Certificate Principal Balance as a result of
Subsequent Recoveries) over (b) the Pool Balance as of the end of the
related Collection Period, after giving effect to principal prepayments in
the
related Prepayment Period.
12
Assignment:
An
assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
Assumed
Final Maturity Date:
As to
each Class of Certificates, the date set forth as such in the Preliminary
Statement.
Balloon
Mortgage Loan:
A
Mortgage Loan that provides for the payment of the unamortized principal balance
of such Mortgage Loan in a single payment at the maturity of such Mortgage
Loan
that is substantially greater than the preceding Monthly Payment.
Balloon
Payment:
A
payment of the unamortized principal balance of a Mortgage Loan in a single
payment at the maturity of such Mortgage Loan that is substantially greater
than
the preceding Monthly Payment.
Bankruptcy
Code:
Title 11 of the United States Code, as amended.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a Person maintaining an account with the Depository (directly,
as a “Depository Participant,” or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in
Section 5.02 hereof). On the Closing Date, the Offered Certificates and the
Class B-1 Certificates shall be Book-Entry Certificates.
Business
Day:
Any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Delaware, the State of New York, the State of Texas, the State of
Illinois or in the city in which the Corporate Trust Office of the Trustee
is
located are authorized or obligated by law or executive order to be
closed.
Cap
Account:
As
defined in Section 4.09.
Cap
Agreement:
The
interest rate cap agreement, dated May 31, 2007, between the Cap Provider and
the Supplemental Interest Trust Trustee, a copy of which is attached hereto
as
Exhibit
O-1.
Cap
Carryover Amount:
If on
any Distribution Date the Accrued Certificate Interest for any Certificate
is
based on the Rate Cap, the excess of (i) the amount of interest such Certificate
would have been entitled to receive on such Distribution Date if the related
Certificate Interest Rate had not been limited by the Rate Cap, up to but not
exceeding the related Maximum Rate Cap, over (ii) the amount of interest such
Certificate received on such Distribution Date based on the Rate Cap, together
with the unpaid portion of any such excess from prior Distribution Dates (and
interest accrued thereon at the then-applicable Certificate Interest Rate on
such Certificate without regard to the Rate Cap but subject to the Maximum
Rate
Cap).
Cap
Carryover Reserve Account:
The
trust account created and maintained by the Trustee pursuant to Section 3.04(f)
which shall be entitled “Cap Carryover Reserve Account, LaSalle Bank National
Association, as Trustee, in trust for registered Holders of C-BASS Mortgage
Loan
Asset-Backed Certificates, Series 2007-CB5” and which must be an Eligible
Account. Amounts on deposit in the Cap Carryover Reserve Account shall not
be
invested. The Cap Carryover Reserve Account shall not be an asset of any REMIC
formed under this Agreement.
13
Cap
Payment:
With
respect to the Cap Agreement and for any Distribution Date, the amount, if
any,
required to be paid by the Cap Provider one Business Day prior to such
Distribution Date under the Cap Agreement.
Cap
Provider:
JPMorgan Chase Bank, N.A.
Certificate:
Any
Offered Certificate, Class B-1 Certificate, Class CE-1 Certificate, Class CE-2
Certificate, Class P Certificate or Residual Certificate.
Certificate
Custodian:
Initially, LaSalle Bank National Association; thereafter any other Certificate
Custodian acceptable to the Depository and selected by the Trustee.
Certificate
Interest Rate:
As to
any Class of Certificates other than the Class CE-1, Class CE-2, Class P, Class
R and Class R-X Certificates or the Class Swap-IO Interest and any Distribution
Date, the lesser of (i) the Pass-Through Rate for such Class and (ii) the Rate
Cap. With respect to the Class CE-1 Certificates, Class CE-2 Certificates and
Class SWAP-IO Interest and each Distribution Date, the related Pass-Through
Rate. The Class P, Class R and Class R-X Certificates do not have a Certificate
Interest Rate.
Certificate
Owner:
With
respect to each Book-Entry Certificate, any beneficial owner
thereof.
Certificate
Principal Balance:
With
respect to any Class of Certificates (other than the Class CE or Residual
Certificates or the Class Swap-IO Interest) and any Distribution Date, the
Original Class Certificate Principal Balance (a) reduced by the sum of
(i) all amounts actually distributed in respect of principal of such Class
on all prior Distribution Dates and (ii) Applied Realized Loss Amounts
allocated thereto for previous Distribution Dates and (b) increased by any
Subsequent Recoveries allocated to such Class for previous Distribution Dates.
Other than as described below, the Class CE and Residual Certificates do not
have a Certificate Principal Balance. With respect to any Certificate (other
than a Class CE or Residual Certificate or the Class Swap-IO Interest) of a
Class and any Distribution Date, the portion of the Certificate Principal
Balance of such Class represented by such Certificate equal to the product
of
the Percentage Interest evidenced by such Certificate and the Certificate
Principal Balance of such Class. With respect to any Class of REMIC 3 Regular
Interests (other than the Class SWAP-IO Interest) and any Distribution Date,
the
Certificate Principal Balances of the corresponding Class of
Certificates.
Certificate
Register
and
Certificate
Registrar:
The
register maintained and registrar appointed pursuant to Section 5.02
hereof.
Certificateholder
or
Holder:
The
Person in whose name a Certificate is registered in the Certificate Register,
except that a Disqualified Organization or Disqualified Non-U.S. Person shall
not be a Holder of a Residual Certificate for any purpose hereof.
14
Class:
Collectively, Certificates or REMIC Regular Interests which have the same
priority of payment and bear the same class designation and the form of which
is
identical except for variation in the Percentage Interest evidenced
thereby.
Class A-1
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.060% per annum, and (ii) following the Optional Termination Date, 0.120%
per annum.
Class A-1
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class A-1 Certificate Margin.
Class A-2
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.170% per annum, and (ii) following the Optional Termination Date, 0.340%
per annum.
Class A-2
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class A-2 Certificate Margin.
Class A-3
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.250% per annum, and (ii) following the Optional Termination Date, 0.500%
per annum.
Class A-3
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class A-3 Certificate Margin.
Class A
Certificate:
Any one
of the Certificates with an “A” designated on the face thereof substantially in
the form annexed hereto as Exhibits X-0,
X-0 and A-3
executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as set forth
herein and therein. Each Class A Certificate will represent (i) the
corresponding REMIC 3 Regular Interest for purposes of the REMIC Provisions,
(ii) the right to receive the Cap Carryover Amounts and (iii) the obligation
to
pay the Class SWAP-IO Distribution Amount.
Class A
Certificateholders:
Collectively, the Holders of the Class A Certificates.
Class B-1
Certificate:
The
Certificates with a “B-1” designated on the face thereof substantially in the
form annexed hereto as Exhibit B-10,
executed by the Trustee on behalf of the Trust and authenticated and delivered
by the Certificate Registrar, representing the right to distributions as set
forth herein and therein. Each Class B-1 Certificate will represent (i) the
corresponding REMIC C Regular Interest for purposes of the REMIC Provisions,
(ii) the right to receive the Cap Carryover Amounts and (iii) the obligation
to
pay the Class SWAP-IO Distribution Amount.
Class B-1
Certificateholders:
Collectively, the Holders of the Class B-1 Certificates.
Class B-1
Pass-Through Rate:
For
each Distribution Date, (i) on or prior to the Optional Termination Date, 7.000%
per annum, and (ii) following the Optional Termination Date, 7.500% per
annum.
15
Class B-1
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M
Certificates (after taking into account the payment of the Senior Principal
Distribution Amount and the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Principal Distribution
Amounts on such Distribution Date) and (ii) the Certificate Principal Balance
of
the Class B-1 Certificates immediately prior to such Distribution Date over
(y)
the lesser of (a) the product of (i) 94.60% and (ii) the Pool Balance as of
the
last day of the related Collection Period after giving effect to principal
prepayments in the related Prepayment Period and (b) the amount by which the
Pool Balance as of the last day of the related Collection Period after giving
effect to principal prepayments in the related Prepayment Period exceeds the
Overcollateralization Floor.
Class B-1
Realized Loss Amortization Amount:
As to
the Class B-1 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class B-1 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in Section
4.02(b)(i) through (xxxi) hereof, in each case for such Distribution
Date.
Class
CE Certificate:
Any one
of the Certificates with a “CE” designated on the face thereof substantially in
the form annexed hereto as Exhibit C-1
and Exhibit C-2,
executed by the Trustee on behalf of the Trust and authenticated and delivered
by the Certificate Registrar, representing the right to distributions as set
forth herein and therein. (A) The Class CE-1 Certificates represent (i) the
corresponding REMIC A Regular Interest for purposes of the REMIC Provisions,
(ii) the obligation to pay Cap Carryover Amounts, Swap Termination Payments
and
Class SWAP-IO Distribution Amounts and (iii) the right to receive the Class
SWAP-IO Distribution Amount and amounts from the Cap Carryover Reserve Account,
the Swap Account and the Cap Account and (B) the Class CE-2 Certificates
represent the corresponding REMIC D Regular Interest.
Class
CE-1 Distributable Amount:
With
respect to any Distribution Date, the sum of (i) the interest accrued on such
Class CE-1 Certificate at its Pass-Through Rate calculated on its Notional
Amount less the amount (without duplication) of Cap Carryover Amounts paid
pursuant to Section 4.02(b)(xxxiii), any Defaulted Swap Termination Payments
paid pursuant to Section 4.02(b)(xxxiv), and any amounts paid pursuant to
Section 4.02(b)(xxxv), (ii) any remaining Aggregate Overcollateralization
Release Amounts and (iii) the amounts remaining in the Cap Carryover Reserve
Account after the distributions in Section
3.04(f),
and the
Supplemental Interest Trust in respect of the Swap Account and Cap Account
after
distributions in Section
4.09(i) through (viii).
Class
CE Uncertificated Principal Balance:
As of
any date of determination, the Initial Overcollateralization Amount minus the
sum of (i) any Realized Losses allocated thereto and (ii) any amounts
distributed (or deemed distributed) to the Class CE-1 Certificates with respect
thereto.
Class M
Certificate:
Any one
of the Certificates with a “M” designated on the face thereof substantially in
the form annexed hereto as Exhibits X-0,
X-0, X-0, X-0, X-0, X-0, X-0, B-8 and B-9,
executed by the Trustee on behalf of the Trust and authenticated and delivered
by the Certificate Registrar, representing the right to distributions as set
forth herein and therein. Each Class M Certificate will represent (i) the
corresponding REMIC 3 Regular Interest for purposes of the REMIC Provisions,
(ii) the right to receive the Cap Carryover Amounts and (iii) the obligation
to
pay the Class SWAP-IO Distribution Amount.
16
Class M
Certificateholders:
Collectively, the Holders of the Class M Certificates.
Class M-1
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.240% per annum, and (ii) following the Optional Termination Date, 0.360%
per annum.
Class M-1
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-1 Certificate Margin.
Class
M-1 Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(a) the product of (i) 64.50% and (ii) the Pool Balance as of the last day
of
the related Collection Period after giving effect to principal prepayments
in
the related Prepayment Period and (b) the amount by which the Pool Balance
as of
the last day of the related Collection Period after giving effect to principal
prepayments in the related Prepayment Period exceeds the Overcollateralization
Floor.
Class M-1
Realized Loss Amortization Amount:
As to
the Class M-1 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-1 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (iv) hereof, in each case for such Distribution
Date.
Class M-2
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.250% per annum, and (ii) following the Optional Termination Date, 0.375%
per annum.
Class M-2
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-2 Certificate Margin.
Class M-2
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M-1
Certificates (after taking into account the payment of the Senior Principal
Distribution Amount and the Class M-1 Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(a) the product of (i) 71.40% and (ii) the Pool Balance as of the last day
of
the related Collection Period after giving effect to principal prepayments
in
the related Prepayment Period and (b) the amount by which the Pool Balance
as of
the last day of the related Collection Period after giving effect to principal
prepayments in the related Prepayment Period exceeds the Overcollateralization
Floor.
17
Class M-2
Realized Loss Amortization Amount:
As to
the Class M-2 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-2 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (vii) hereof, in each case for such Distribution
Date.
Class M-3
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.280% per annum, and (ii) following the Optional Termination Date, 0.420%
per annum.
Class M-3
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-3 Certificate Margin.
Class M-3
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and Class M-1 and
Class M-2 Certificates (after taking into account the payment of the Senior
Principal Distribution Amount and the Class M-1 and Class M-2 Principal
Distribution Amounts on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (a) the product of (i) 75.30% and
(ii)
the Pool Balance as of the last day of the related Collection Period after
giving effect to principal prepayments in the related Prepayment Period and
(b)
the amount by which the Pool Balance as of the last day of the related
Collection Period after giving effect to principal prepayments in the related
Prepayment Period exceeds the Overcollateralization Floor.
Class M-3
Realized Loss Amortization Amount:
As to
the Class M-3 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-3 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (x) hereof, in each case for such Distribution
Date.
Class M-4
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.400% per annum, and (ii) following the Optional Termination Date, 0.600%
per annum.
Class M-4
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-4 Certificate Margin.
Class M-4
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M-1,
Class M-2 and Class M-3 Certificates (after taking into account the payment
of
the Senior Principal Distribution Amount and the Class M-1, Class M-2 and Class
M-3 Principal Distribution Amounts on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-4 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (a) the product of (i) 78.80%
and
(ii) the Pool Balance as of the last day of the related Collection Period after
giving effect to principal prepayments in the related Prepayment Period and
(b)
the amount by which the Pool Balance as of the last day of the related
Collection Period after giving effect to principal prepayments in the related
Prepayment Period exceeds the Overcollateralization Floor.
18
Class M-4
Realized Loss Amortization Amount:
As to
the Class M-4 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-4 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (xiii) hereof, in each case for such
Distribution Date.
Class M-5
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.450% per annum, and (ii) following the Optional Termination Date, 0.675%
per annum.
Class M-5
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-5 Certificate Margin.
Class M-5
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M-1,
Class M-2, Class M-3 and Class M-4 Certificates (after taking into account
the
payment of the Senior Principal Distribution Amount and the Class M-1, Class
M-2, Class M-3 and Class M-4 Principal Distribution Amounts on such Distribution
Date) and (ii) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (a) the
product of (i) 82.10% and (ii) the Pool Balance as of the last day of the
related Collection Period after giving effect to principal prepayments in the
related Prepayment Period and (b) the amount by which the Pool Balance as of
the
last day of the related Collection Period after giving effect to principal
prepayments in the related Prepayment Period exceeds the Overcollateralization
Floor.
Class M-5
Realized Loss Amortization Amount:
As to
the Class M-5 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-5 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (xvi) hereof, in each case for such Distribution
Date.
Class M-6
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
0.670% per annum, and (ii) following the Optional Termination Date, 1.005%
per annum.
Class M-6
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-6 Certificate Margin.
Class M-6
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Certificates (after taking into
account the payment of the Senior Principal Distribution Amount and the Class
M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Principal Distribution
Amounts on such Distribution Date) and (ii) the Certificate Principal Balance
of
the Class M-6 Certificates immediately prior to such Distribution Date over
(y)
the lesser of (a) the product of (i) 85.20% and (ii) the Pool Balance as of
the
last day of the related Collection Period after giving effect to principal
prepayments in the related Prepayment Period and (b) the amount by which the
Pool Balance as of the last day of the related Collection Period after giving
effect to principal prepayments in the related Prepayment Period exceeds the
Overcollateralization Floor.
19
Class M-6
Realized Loss Amortization Amount:
As to
the Class M-6 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-6 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (xix) hereof, in each case for such Distribution
Date.
Class M-7
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
1.150% per annum, and (ii) following the Optional Termination Date, 1.725%
per annum.
Class M-7
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-7 Certificate Margin.
Class M-7
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates (after
taking into account the payment of the Senior Principal Distribution Amount
and
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Principal Distribution Amounts on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (a) the product of (i) 88.20%
and
(ii) the Pool Balance as of the last day of the related Collection Period after
giving effect to principal prepayments in the related Prepayment Period and
(b)
the amount by which the Pool Balance as of the last day of the related
Collection Period after giving effect to principal prepayments in the related
Prepayment Period exceeds the Overcollateralization Floor.
Class M-7
Realized Loss Amortization Amount:
As to
the Class M-7 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-7 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (xxii) hereof, in each case for such
Distribution Date.
Class M-8
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
1.700% per annum, and (ii) following the Optional Termination Date, 2.550%
per annum.
Class M-8
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-8 Certificate Margin.
20
Class M-8
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates
(after taking into account the payment of the Senior Principal Distribution
Amount and the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6
and Class M-7 Principal Distribution Amounts on such Distribution Date) and
(ii)
the Certificate Principal Balance of the Class M-8 Certificates immediately
prior to such Distribution Date over (y) the lesser of (a) the product of (i)
90.30% and (ii) the Pool Balance as of the last day of the related Collection
Period after giving effect to principal prepayments in the related Prepayment
Period and (b) the amount by which the Pool Balance as of the last day of the
related Collection Period after giving effect to principal prepayments in the
related Prepayment Period exceeds the Overcollateralization Floor.
Class M-8
Realized Loss Amortization Amount:
As to
the Class M-8 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-8 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (xxv) hereof, in each case for such Distribution
Date.
Class M-9
Certificate Margin:
For
each Distribution Date (i) on or prior to the Optional Termination Date,
2.000% per annum, and (ii) following the Optional Termination Date, 3.500%
per annum.
Class M-9
Pass-Through Rate:
For
each Distribution Date, LIBOR as of the related LIBOR Determination Date plus
the Class M-9 Certificate Margin.
Class M-9
Principal Distribution Amount:
As of
any Distribution Date on or after the Stepdown Date and as long as a Trigger
Event is not in effect, the excess of (x) the sum of (i) the sum of the
Certificate Principal Balances of the Class A Certificates and the Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class
M-8
Certificates (after taking into account the payment of the Senior Principal
Distribution Amount and the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7 and Class M-8 Principal Distribution Amounts on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-9
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(a) the product of (i) 92.60% and (ii) the Pool Balance as of the last day
of
the related Collection Period after giving effect to principal prepayments
in
the related Prepayment Period and (b) the amount by which the Pool Balance
as of
the last day of the related Collection Period after giving effect to principal
prepayments in the related Prepayment Period exceeds the Overcollateralization
Floor.
Class M-9
Realized Loss Amortization Amount:
As to
the Class M-9 Certificates and as of any Distribution Date, the lesser of
(x) the Unpaid Realized Loss Amount for the Class M-9 Certificates as
of such Distribution Date and (y) the excess of (i) the Monthly Excess
Cashflow Amount over (ii) the sum of the amounts described in
Section 4.02(b)(i) through (xxviii) hereof, in each case for such
Distribution Date.
Class
P Certificate:
Any one
of the Certificates with a “P” designated on the face thereof substantially in
the form annexed hereto as Exhibit C-3,
executed by the Trustee on behalf of the Trust and authenticated and delivered
by the Certificate Registrar, representing the right to distributions as set
forth herein and therein. The Class P Certificate represents (i) the
corresponding REMIC B regular interest for purposes of the REMIC Provisions
and
(ii) the right to receive amounts paid by the servicer in respect of improperly
waived Prepayment Penalties pursuant to Section 3.01.
21
Class R
Certificate:
The
Class R Certificate executed by the Trustee on behalf of the Trust, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit C-4
and
evidencing the ownership of the Residual Interest in each of REMIC 1, REMIC
2
and REMIC 3. The Class R Certificate represents the ownership of the Class
R-1 Interest, Class R-2 Interest and Class R-3 Interest.
Class
R-1 Interest:
The
uncertificated residual interest in REMIC 1 for purpose of the REMIC
Provisions.
Class
R-2 Interest:
The
uncertificated residual interest in REMIC 2 for purpose of the REMIC
Provisions.
Class
R-3 Interest:
The
uncertificated residual interest in REMIC 3 for purposes of the REMIC
Provisions.
Class
R-A Interest:
The
uncertificated residual interest in REMIC A for purpose of the REMIC
Provisions.
Class
R-B Interest:
The
uncertificated residual interest in REMIC B for purpose of the REMIC
Provisions.
Class
R-C Interest:
The
uncertificated residual interest in REMIC C for purpose of the REMIC
Provisions.
Class
R-D Interest:
The
uncertificated residual interest in REMIC D for purpose of the REMIC
Provisions.
Class
R-X Certificate:
The
Class R-X Certificate executed by the Trustee on behalf of the Trust, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit C-5
and
evidencing the ownership of the Residual Interest in each of REMIC A, REMIC
B,
REMIC C and REMIC D. The Class R-X Certificate represents the ownership of
the
Class R-A Interest, Class R-B Interest, Class R-C Interest and Class R-D
Interest.
Class
SWAP-IO Distribution Amount:
As
defined in Section 4.09 hereof. For purposes of clarity, the Class SWAP-IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Supplemental Interest Trust on such Distribution Date in excess of the
amount payable on the Class SWAP-IO Interest on such Distribution Date, all
as
further provided in Section 4.09 hereof.
Class
SWAP-IO Interest:
An
uncertificated interest evidencing a REMIC 3 Regular Interest for purposes
of
the REMIC Provisions.
22
Closing
Date:
May 31,
2007.
Code:
The
Internal Revenue Code of 1986, as it may be amended from time to
time.
Collection
Account:
The
account or accounts created and maintained by the Servicer pursuant to
Section 3.04, which shall be entitled “Collection Account, Xxxxxx Loan
Servicing LP, as Servicer in trust for registered Holders of C-BASS 2007-CB5
Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5,” and
which must be an Eligible Account.
Collection
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the month in which such Distribution Date occurs through the
first day of the month in which such Distribution Date occurs.
Combined
Loan-to-Value Ratio:
As of
any date and Mortgage Loan, the fraction, expressed as a percentage, the
numerator of which is the Principal Balance of the Mortgage Loan as of such
date
of determination plus the principal balance of any related senior mortgage
loan,
if any, at origination of the Mortgage Loan and the denominator of which is
the
Value of the related Mortgaged Property.
Commission:
The
United States Securities and Exchange Commission.
Compensating
Interest:
As
defined in Section 3.23 hereof.
Condemnation
Proceeds:
All
awards or settlements in respect of a taking of a Mortgaged Property by exercise
of the power of eminent domain or condemnation.
Corporate
Trust Office:
With
respect to the Trustee, the principal corporate trust office of the Trustee
at
which at any particular time its corporate trust business in connection with
this Agreement shall be administered and Certificates may be presented for
transfer and exchange and for purpose of surrender for the final distribution
thereon, which office at the date of the execution of this instrument is located
at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global
Securities and Trust Services — C-BASS 2007-CB5,
or at
such other address as the Trustee may designate from time to time by notice
to
the Certificateholders, the Depositor, the Servicer and the Seller.
Corresponding
Classes:
With
respect to REMIC 2 and REMIC 3, the following Classes shall be Corresponding
Classes:
|
Corresponding
REMIC 2 Classes
|
Corresponding
REMIC 3 Regular Interests
|
|
LT2A1
|
Class
A-1 Regular Interest
|
|
LT2A2
|
Class
A-2 Regular Interest
|
|
LT2A3
|
Class
A-3 Regular Interest
|
|
LT2M1
|
Class
M-1 Regular Interest
|
23
|
LT2M2
|
Class
M-2 Regular Interest
|
|
LT2M3
|
Class
M-3 Regular Interest
|
|
LT2M4
|
Class
M-4 Regular Interest
|
|
LT2M5
|
Class
M-5 Regular Interest
|
|
LT2M6
|
Class
M-6 Regular Interest
|
|
LT2M7
|
Class
M-7 Regular Interest
|
|
LT2M8
|
Class
M-8 Regular Interest
|
|
LT2M9
|
Class
M-9 Regular Interest
|
|
LT2B1
|
REMIC
3 Class B-1 Interest
|
Custodial
Agreement:
The
Custodial Agreement, dated as of May 1, 2007, among the Trustee, the Servicer
and the Custodian, as the same may be amended or supplemented pursuant to the
terms thereof.
Custodian:
The
Bank of New York, a New York banking corporation, or any successor custodian
appointed pursuant to the terms of the Custodial Agreement.
Cut-off
Date:
May 1,
2007.
Cut-off
Date Principal Balance:
With
respect to any Mortgage Loan, the unpaid principal balance thereof as of the
Cut-off Date after application of funds received or advanced on or before such
date (or as of the applicable date of substitution with respect to an Eligible
Substitute Mortgage Loan).
Cut-off
Date Pool Balance:
$355,154,811.88.
DBRS:
DBRS
and its successors, and if such company shall for any reason no longer perform
the functions of a securities rating agency, “DBRS” shall be deemed to refer to
any other “nationally recognized statistical rating organization” as set forth
on the most current list of such organizations released by the Securities and
Exchange Commission.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for
such Mortgage Loan by a court of competent jurisdiction in a proceeding under
the Bankruptcy Code, except such a reduction resulting from a Deficient
Valuation.
Defaulted
Swap Termination Payment:
Any
Swap Termination Payment required to be paid by the Supplemental Interest Trust
to the Swap Provider pursuant to the Swap Agreement as a result of an Event
of
Default (as defined in the Swap Agreement) with respect to which the Swap
Provider is the defaulting party or a Termination Event under the Swap Agreement
with respect to which the Swap Provider is the sole Affected Party (as defined
in the Swap Agreement).
24
Defective
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by one or more Eligible Substitute
Mortgage Loans.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation of the related Mortgaged Property
by a
court of competent jurisdiction in an amount less than the then outstanding
principal balance of the Mortgage Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 5.02(c) hereof.
Delinquent:
Any
Mortgage Loan with respect to which the Monthly Payment and/or any Escrow
Payment due on a Due Date is not made by the close of business on the next
scheduled Due Date for such Mortgage Loan.
Depositor:
Asset
Backed Funding Corporation, a Delaware corporation, or any successor in
interest.
Depository:
The
initial depository shall be The Depository Trust Company, whose nominee is
Cede
& Co., or any other organization registered as a “clearing agency” pursuant
to Section 17A of the Exchange Act. 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(3) of the
Uniform Commercial Code of the State of New York.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to any Distribution Date, the 16th day of the calendar month in which
such Distribution Date occurs or, if such 16th day is not a Business Day, the
Business Day immediately succeeding such 16th day.
Directly
Operate:
With
respect to any REO Property, the furnishing or rendering of services to the
tenants thereof, the management or operation of such REO Property, the holding
of such REO Property primarily for sale to customers, the performance of any
construction work thereon or any use of such REO Property in a trade or business
conducted by the Trust other than through an Independent Contractor;
provided,
however,
that
the Trustee (or the Servicer under this Agreement) shall not be considered
to
Directly Operate an REO Property solely because the Trustee (or the
Servicer under this Agreement) establishes rental terms, chooses tenants, enters
into or renews leases, deals with taxes and insurance, or makes decisions as
to
repairs or capital expenditures with respect to such REO Property.
Disqualified
Non-U.S. Person:
With
respect to a Residual Certificate, any (A) non-U.S. Person or agent thereof
or
(B) U.S. Person with respect to whom income from a Residual Certificate is
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such Person or any other U.S.
Person.
25
Disqualified
Organization:
A
“disqualified organization” under Section 860E of the Code, which as of the
Closing Date is any of: (i) the United States, any state or political
subdivision thereof, any possession of the United States, any foreign
government, any international organization, or any agency or instrumentality
of
any of the foregoing, (ii) any organization (other than a cooperative
described in Section 521 of the Code) which is exempt from the tax imposed
by Chapter 1 of the Code unless such organization is subject to the tax
imposed by Section 511 of the Code, (iii) any organization described
in Section 1381(a)(2)(C) of the Code, or (iv) any other Person so designated
by
the Trustee based upon an Opinion of Counsel provided by nationally recognized
counsel to the Trustee that the holding of an ownership interest in a Residual
Certificate by such Person may cause the Trust Fund or any Person having an
ownership interest in any Class of Certificates (other than such Person) to
incur liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the transfer of an ownership interest in a Residual
Certificate to such Person. A corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax and a majority of its board
of directors is not selected by a governmental unit. The term “United States,”
“state” and “international organization” shall have the meanings set forth in
Section 7701 of the Code.
Distribution
Account:
The
trust account or accounts created and maintained by the Trustee pursuant to
Section 3.04(b) which shall be entitled “Distribution Account, LaSalle Bank
National Association, as Trustee, in trust for the registered Holders of C-BASS
2007-CB5 Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5”
and which must be an Eligible Account.
Distribution
Date:
The
25th day of any calendar month, or if such 25th day is not a Business Day,
the
Business Day immediately following such 25th day, commencing in June
2007.
Distribution
Information:
The items calculated and reported by the Trustee pursuant to Section
4.06(a)(iii), (iv), (v) and (xvi) through (xxvi) and any other information
included in the Monthly Statement to certificateholders set forth in Section
4.06 hereof aggregated and/or calculated by the Trustee from (a) information
contained in the Remittance Report or (b) other information furnished to the
Trustee by the Servicer pursuant to Section 4.07.
Downgrade
Termination Event:
An event whereby (x) the Swap Provider (or its guarantor) ceases to have short
term unsecured and/or long term debt ratings at least equal to the levels
specified in the Swap Agreement, and (y) at least one of the following events
has not occurred (except to the extent otherwise approved by the Rating
Agencies): (i) within the time period specified in the Swap Agreement with
respect to such downgrade, the Swap Provider shall transfer the Swap Agreement,
in whole, but not in part, to a substitute swap provider that satisfied the
requirements set forth in the Swap Agreement, subject to the satisfaction of
the
rating agency condition or (ii) within the time period specified in the Swap
Agreement with respect to such downgrade, the Swap Provider shall collateralize
its exposure to the Issuing Entity pursuant to an ISDA Credit Support Annex,
subject to the satisfaction of the rating agency condition; provided that such
ISDA Credit Support Annex shall be made a credit support document for the Swap
Provider pursuant to an amendment to the Swap Agreement.
26
Due
Date:
With
respect to each Mortgage Loan and any Distribution Date, the day of the calendar
month in which such Distribution Date occurs on which the Monthly Payment for
such Mortgage Loan was due, exclusive of any grace period.
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 short-term
unsecured debt obligations of such holding company) are rated “A-2” (or the
equivalent) by each of the Rating Agencies at the time any amounts are held
on
deposit therein, (ii) an account or accounts the deposits in which are
fully insured by the FDIC (to the limits established by such corporation),
the
uninsured deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders will have a claim with respect to the funds
in
such account or a perfected first priority security interest against such
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 with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity or (iv) an account otherwise acceptable to
each Rating Agency without reduction or withdrawal of their then current ratings
of the Certificates as evidenced by a letter from each Rating Agency to the
Trustee. Eligible Accounts may bear interest.
Eligible
Substitute Mortgage Loan:
A
mortgage loan substituted for a Defective Mortgage Loan pursuant to the terms
of
this Agreement which must, on the date of such substitution, (i) have an
outstanding principal balance, after application of all scheduled payments
of
principal and interest due during or prior to the month of substitution, not
in
excess of, and not more than 5% less than, the outstanding principal balance
of
the Defective Mortgage Loan as of the Due Date in the calendar month during
which the substitution occurs, (ii) have a Mortgage Interest Rate, with respect
to a Fixed-Rate Mortgage Loan, not less than the Mortgage Interest Rate of
the
Defective Mortgage Loan and not more than 1% in excess of the Mortgage Interest
Rate of such Defective Mortgage Loan, (iii) if an Adjustable-Rate Mortgage
Loan,
have a Maximum Mortgage Interest Rate not less than the Maximum Mortgage
Interest Rate for the Defective Mortgage Loan, (iv) if an Adjustable-Rate
Mortgage Loan, have a Minimum Mortgage Interest Rate not less than the Minimum
Mortgage Interest Rate of the Defective Mortgage Loan, (v) if an Adjustable-Rate
Mortgage Loan, have the same Index as the Defective Mortgage Loan, (vi) if
an
Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or greater than
the
Gross Margin of the Defective Mortgage Loan, (vii) if an Adjustable-Rate
Mortgage Loan, have a next Adjustment Date not more than two months later than
the next Adjustment Date on the Defective Mortgage Loan, (viii) have a remaining
term to maturity not greater than (and not more than one year less than) that
of
the Defective Mortgage Loan, (ix) be current as of the date of substitution,
(x) have a Combined Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Combined Loan-to-Value Ratio of the Defective
Mortgage Loan as of such date, (xi) have a risk grading determined by the Seller
at least equal to the risk grading assigned on the Defective Mortgage Loan,
(xii) have been reunderwritten by the Seller in accordance with the same
underwriting criteria and guidelines as the Defective Mortgage Loan, (xiii)
have
the same Due Date as the Defective Mortgage Loan and (xiv) conform to each
representation and warranty set forth in Section 3.01 of the Mortgage Loan
Purchase Agreement applicable to the Defective Mortgage Loan. In the event
that
one or more mortgage loans are substituted for one or more Defective Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate principal balances, the Mortgage Interest Rates described
in
clause (ii) hereof shall be determined on the basis of weighted average Mortgage
Interest Rates, the risk gradings described in clause (xi) hereof shall be
satisfied as to each such mortgage loan, the terms described in clause (viii)
hereof shall be determined on the basis of weighted average remaining term
to
maturity, the Combined Loan-to-Value Ratios described in clause (x) hereof
shall
be satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xiv) hereof must be satisfied as to each Eligible Substitute Mortgage
Loan or in the aggregate, as the case may be.
27
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Restricted
Certificates:
Any of
the Class B-1, Class CE-1, Class CE-2, Class P, Class R and Class R-X
Certificates or any of the Offered Certificates that no longer has the
applicable credit rating required by the Underwriter’s Exemption.
Escrow
Account:
The
account or accounts created and maintained pursuant to
Section 3.06.
Escrow
Payments:
The
amounts constituting taxes, mortgage insurance premiums, fire and hazard
insurance premiums and other payments required to be escrowed by the Mortgagor
with the mortgagee pursuant to any Mortgage Loan.
Estate
in Real Property:
A fee
simple estate in a parcel of real property.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Excess
Servicing Fee:
With
respect to each Mortgage Loan (including each REO Property) and for any calendar
month, an amount equal to one month’s interest (or in the event of any payment
of interest which accompanies a Principal Prepayment in full made by the
Mortgagor during such calendar month, interest for the number of days covered
by
such payment of interest) at the Excess Servicing Fee Rate on the same principal
amount on which interest on such Mortgage Loan accrues for such calendar month.
The Excess Servicing Fee shall only be payable for so long as Xxxxxx Loan
Servicing LP is the Servicer of the Mortgage Loans.
Excess
Servicing Fee Rate:
So long
as Xxxxxx Loan Servicing LP is the Servicer, with respect to each Mortgage
Loan,
0.35% per annum. At any time Xxxxxx Loan Servicing LP is not the servicer,
with
respect to each Mortgage Loan, 0.00% per annum.
Extended
Period:
As
defined in Section 9.04(b).
Extra
Principal Distribution Amount:
As of
any Distribution Date, the lesser of (x) the Monthly Excess Interest Amount
for such Distribution Date and (y) the Overcollateralization Deficiency for
such Distribution Date.
28
FDIC:
Federal
Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
Shall
have the meaning assigned thereto in Section 3.12.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by the Seller or the Servicer pursuant
to or as contemplated by Section 2.03 or 10.01), a determination made by
the Servicer that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records, prepared by a Servicing Officer,
of each Final Recovery Determination made thereby.
First
Lien Mortgage Loan:
Any of
the Mortgage Loans which are secured by a first mortgage lien that is senior
to
a junior lien, if any, on the related Mortgaged Property.
Fixed
Payer Rate:
The
fixed rate payable with respect to each of the first 47 Distribution Dates,
which is 5.20%.
Fixed-Rate
Certificates:
The
Class B-1 Certificates.
Fixed-Rate
Mortgage Loan:
A
Mortgage Loan which has a constant annual rate at which interest accrues in
accordance with the provisions of the related Mortgage Note.
Floating
Rate Certificates:
Any of
the Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class
M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
Foreclosure
Price:
The
amount reasonably expected to be received from the sale of the related Mortgaged
Property net of any expenses associated with foreclosure
proceedings.
Form
8-K Disclosure Information:
As
defined in Section 3.29(c) hereof.
Gross
Margin:
With
respect to each Adjustable-Rate Mortgage Loan, the fixed percentage, if any,
set
forth in the related Mortgage Note that is added to the Index on each Adjustment
Date in accordance with the terms of the related Mortgage Note used to determine
the Mortgage Interest Rate for such Mortgage Loan.
HUD:
The
United States Department of Housing and Urban Development, or any successor
thereto, including the Federal Housing Commissioner and the Secretary of Housing
and Urban Development where appropriate under the FHA Regulations.
Independent:
When
used with respect to any specified Person, any such Person who (i) is in
fact independent of the Depositor, the Servicer and their respective Affiliates,
(ii) does not have any direct financial interest in or any material
indirect financial interest in the Depositor or the Servicer or any Affiliate
thereof, and (iii) is not connected with the Depositor or the Servicer or
any Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided,
however,
that a
Person shall not fail to be Independent of the Depositor or the Servicer or
any
Affiliate thereof merely because such Person is the beneficial owner of 1%
or
less of any class of securities issued by the Depositor or the Servicer or
any
Affiliate thereof, as the case may be.
29
Independent
Contractor:
Either
(i) any Person (other than the Servicer) that would be an “independent
contractor” with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate
investment trust (except that the ownership tests set forth in that section
shall be considered to be met by any Person that owns, directly or indirectly,
35 percent or more of any Class of Certificates), so long as the Trust Fund
does
not receive or derive any income from such Person and provided that the
relationship between such Person and the Trust Fund is at arm’s length, all
within the meaning of Treasury Regulations Section 1.856-4(b)(5), or
(ii) any other Person (including the Servicer) if the Trustee has received
an Opinion of Counsel, which Opinion of Counsel shall be an expense of the
Trust
Fund, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise
herein contemplated to be taken by an Independent Contractor will not cause
such
REO Property to cease to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents
from
Real Property.
Index:
With
respect to each Adjustable-Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
Initial
Certificate Principal Balance:
With
respect to any Certificate of a Class other than a Class CE or Residual
Certificate, the amount designated “Initial Certificate Principal Balance” on
the face thereof.
Initial
Overcollateralization Amount:
$9,588,711.88
Insurance
Proceeds:
Proceeds of any title policy, hazard policy or other insurance policy covering
a
Mortgage Loan, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor
in
accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions
of
the related Mortgage Note and Mortgage.
Interest
Accrual Period:
With
respect to any Distribution Date and (i) with respect to the Floating Rate
Certificates, the period from the preceding Distribution Date through the day
prior to the current Distribution Date (or, in the case of the first
Distribution Date, the period from the Closing Date through and including the
day prior to the initial Distribution Date), and (ii) with respect to (a)
the Fixed-Rate Certificates, the REMIC 3 Class CE-1 Interest, the REMIC 3 Class
CE-2 Interest, the REMIC 3 Class P Interest, the REMIC A Class CE-1 Interest,
the REMIC B Class P Interest and the REMIC D Class CE-2 Interest and (b) the
REMIC 1 Regular Interests and the REMIC 2 Regular Interests, the calendar month
immediately preceding the month in which such Distribution Date
occurs.
Interest
Carry Forward Amount:
For any
Class of Certificates (other than the Class CE, Class P and Residual
Certificates) and any Distribution Date, the sum of (a) the excess, if any,
of the Accrued Certificate Interest for such Distribution Date and any Interest
Carry Forward Amount for such Class for the prior Distribution Date, over the
amount in respect of interest actually distributed on such Class on such
Distribution Date and (b) interest on such excess at the applicable
Certificate Interest Rate (x) with respect to the Floating Rate
Certificates, on the basis of the actual number of days elapsed on the basis
of
a 360-day year since the prior Distribution Date, and (y) with respect to
the Fixed-Rate Certificates, on the basis of a 360-day year consisting of twelve
30-day months.
30
Interest
Percentage:
With
respect to any Class of Certificates and any Distribution Date, the ratio
(expressed as a decimal carried to six places) of the Accrued Certificate
Interest for such Class to the sum of the Accrued Certificate Interest for
all
Classes of Certificates, in each case with respect to such Distribution Date
and
without regard to Relief Act Interest Shortfalls.
Interest
Remittance Amount:
As of
any Distribution Date, (A) the sum, without duplication, of (i) all interest
collected or advanced with respect to the related Collection Period on the
Mortgage Loans received by the Servicer on or prior to the Determination Date
for such Distribution Date (less the Administrative Fees for such Mortgage
Loans, amounts available for reimbursement of Advances and Servicing Advances
pursuant to Section 3.05, expenses reimbursable pursuant to Section 6.03
and indemnification payments pursuant to Sections 3.26 and 8.05), (ii) all
Compensating Interest paid by the Servicer on such Distribution Date with
respect to the Mortgage Loans, (iii) the portion of any payment in connection
with any Principal Prepayment (other than any Prepayment Interest Excess),
any
Substitution Adjustment Amount, Termination Price, Purchase Price, Net
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds relating
to
interest with respect to the Mortgage Loans received during the related
Prepayment Period and (iv) any Reimbursement Amount relating to the Mortgage
Loans received during the related Prepayment Period less (B) any amounts payable
to the Swap Provider (including any Net Swap Payment and any Swap Termination
Payment owed to the Swap Provider but excluding any Defaulted Swap Termination
Payment).
Issuing
Entity:
C-BASS
2007-CB5 Trust.
Late
Collections:
With
respect to any Mortgage Loan, all amounts received subsequent to the
Determination Date immediately following any related Collection Period, whether
as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or collections of principal
and/or interest due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) but delinquent on a contractual basis for
such Collection Period and not previously recovered.
Lender:
As
defined in Section 6.05(a).
LIBOR:
With
respect to each Interest Accrual Period, the rate determined by the Trustee
on
the related LIBOR Determination Date on the basis of the offered rate for
one-month United States dollar deposits, as such rate appears on the Reuters
Screen LIBOR01 Page, as of 11:00 a.m. (London time) on such LIBOR Determination
Date. If no such quotations are available on an LIBOR Determination Date, LIBOR
for the related Interest Accrual Period will be established by the Trustee
as
follows:
31
(i) If
on
such LIBOR Determination Date two or more Reference Banks provide quotations
as
to the rate at which deposits in U.S. Dollars are offered as of 11:00 a.m.
(London time) to prime banks in the London interbank market for a period of
one
month in amounts approximately equal to the aggregate Certificate Principal
Balance of the Floating Rate Certificates, LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of such offered quotations (rounded
upwards if necessary to the nearest whole multiple of 0.001%);
(ii) If
on
such LIBOR Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Interest Accrual Period shall be
the
arithmetic mean of the rates quoted by one or more major banks in New York
City,
selected by the Trustee, as of 11:00 a.m., New York City time, on such date
for loans in U.S. Dollars to leading European banks for a period of one month
in
amounts approximately equal to the aggregate Certificate Principal Balance
of
the Floating Rate Certificates; and
(iii) If
no
such quotations can be obtained, LIBOR for the related Interest Accrual Period
shall be LIBOR for the prior Distribution Date.
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
Determination Date:
With
respect to the Floating Rate Certificates, (i) for the first Distribution
Date, the second LIBOR Business Day preceding the Closing Date and (ii) for
each subsequent Distribution Date, the second LIBOR Business Day prior to the
immediately preceding Distribution Date.
Liquidated
Mortgage Loan:
As to
any Distribution Date, any Mortgage Loan in respect of which the Servicer has
determined, in accordance with the servicing procedures specified herein, as
of
the end of the related Prepayment Period, that all Liquidation Proceeds and
Insurance Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
Liquidation
Event:
With
respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from the
Trust Fund by reason of its being purchased, sold or replaced pursuant to or
as
contemplated by Section 2.03 or Section 10.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from the Trust Fund by reason of its being sold or purchased pursuant
to
Section 3.13 or Section 10.01.
Liquidation
Proceeds:
The
amount (other than amounts received in respect of the rental of any REO Property
prior to REO Disposition) received by the Servicer in connection with
(i) the taking of all or a part of a Mortgaged Property by exercise of the
power of eminent domain or condemnation or (ii) the liquidation of a
defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise.
32
Losses:
As
defined in Section 9.03.
Lost
Note Affidavit:
With
respect to any Mortgage Loan as to which the original Mortgage Note has been
permanently lost or destroyed and has not been replaced, an affidavit from
the
Seller certifying that the original Mortgage Note has been lost, misplaced
or
destroyed (together with a copy of the related Mortgage Note and indemnifying
the Trust against any loss, cost or liability resulting from the failure to
deliver the original Mortgage Note) in the form of Exhibit
H
hereto.
Majority
Certificateholders:
The
Holders of Certificates evidencing at least 51% of the Voting
Rights.
Majority
Class R Certificateholders:
The
Holders of Class R Certificates evidencing at least a 51% Percentage
Interest in the Class R Certificates.
Marker
Rate:
With
respect to the Class CE Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC 2
Pass-Through Rates for REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest
LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest LT2M1, REMIC
2
Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest
LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC
2
Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC 2 Regular Interest
LT2M9, REMIC 2 Regular Interest LT2B1 and REMIC 2 Regular Interest LT2ZZ, (i)
with the rate on each such REMIC Regular Interest (other than REMIC 2 Regular
Interest LT2ZZ) subject to a cap equal to the lesser of the Pass-Through Rate
of
its Corresponding Class and the REMIC 3 Cap for the purposes of this calculation
and (ii) with the rate on REMIC 2 Regular Interest LT2ZZ subject to a cap of
zero for the purpose of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate and the
REMIC 3 Cap with respect to each such REMIC Regular Interest (other than REMIC
2
Regular Interest LT2B1 and REMIC 2 Regular Interest LT2ZZ) shall be multiplied
by a fraction, the numerator of which is the actual number of days in the
Interest Accrual Period and the denominator of which is 30.
Maximum
LT2ZZ Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest
LT2ZZ for such Distribution Date on a balance equal to the Uncertificated
Balance of REMIC 2 Regular Interest LT2ZZ minus the REMIC 2 Overcollateralized
Amount, in each case for such Distribution Date, over (b) Uncertificated Accrued
Interest on REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest LT2A2,
REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular
Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4,
REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular
Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC 2 Regular Interest LT2M9
and REMIC 2 Regular Interest LT2B1, each subject to a cap equal to the lesser
of
the Pass-Through Rate of the related Corresponding Class and the REMIC 3 Cap
for
the purpose of this calculation; provided, however, that for this purpose,
calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
caps with respect to Uncertificated Accrued Interest on REMIC 2 Regular Interest
LT2A1, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC
2
Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest
LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC
2
Regular Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest
LT2M8 and REMIC 2 Regular Interest LT2M9 shall be multiplied by a fraction,
the
numerator of which is the actual number of days in the Interest Accrual Period
and the denominator of which is 30.
33
Maximum
Mortgage Interest Rate:
With
respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Interest Rate
thereunder.
Maximum
Rate Cap:
With
respect to any Distribution Date and the Class A and Class M Certificates,
a per
annum rate (expressed on the basis of an assumed 360-day year and the actual
number of days elapsed during the related Interest Accrual Period) equal to
(i)
the Net Maximum WAC plus (ii) 12 times the quotient of (a) the Net Swap Payment
and Swap Termination Payment (other than a Defaulted Swap Termination Payment),
if any, made to the Supplemental Interest Trust and (b) the Pool Balance as
of
the first day of the related Collection Period.
Minimum
Mortgage Interest Rate:
With
respect to each Adjustable-Rate Mortgage Loan, either the percentage set forth
in the related Mortgage Note as the minimum Mortgage Interest Rate thereunder
or
if no such percentage is set forth in the related Mortgage Note, the Gross
Margin set forth in the related Mortgage Note.
Monthly
Excess Cashflow Amount:
The sum
of the Monthly Excess Interest Amount, the Overcollateralization Release Amount
and (without duplication) any portion of the Principal Distribution Amount
remaining after principal distributions pursuant to Section
4.02(a).
Monthly
Excess Interest Amount:
With
respect to each Distribution Date, the amount, if any, by which the Interest
Remittance Amount for such Distribution Date exceeds the aggregate amount
distributed on such Distribution Date pursuant to paragraphs (i)
through (xii) under Section 4.01.
Monthly
Payment:
With
respect to any Mortgage Loan, the scheduled monthly payment of principal and
interest on such Mortgage Loan which is payable by the related Mortgagor from
time to time under the related Mortgage Note, determined: (a) after giving
effect to (i) any Deficient Valuation and/or Debt Service Reduction with
respect to such Mortgage Loan and (ii) any Relief Act Interest Shortfalls;
(b) without giving effect to any extension granted or agreed to by the
Servicer pursuant to Section 3.01; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when
due.
Monthly
Statement:
As
defined in Section 4.06.
Moody’s:
Xxxxx’x
Investors Service, Inc. and its successors, and if such company shall for any
reason no longer perform the functions of a securities rating agency, “Moody’s”
shall be deemed to refer to any other “nationally recognized statistical rating
organization” as set forth on the most current list of such organizations
released by the Securities and Exchange Commission.
34
Mortgage:
The
mortgage, deed of trust or other instrument creating a first or second lien
on,
or first or second priority security interest in, a Mortgaged Property securing
a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Interest Rate:
With
respect to each Mortgage Loan, the annual rate at which interest accrues on
such
Mortgage Loan from time to time in accordance with the provisions of the related
Mortgage Note, which rate (i) in the case of each Fixed-Rate Mortgage Loan
shall
remain constant at the rate set forth in the Mortgage Loan Schedule as the
Mortgage Interest Rate in effect immediately following the Cut-off Date and
(ii)
in the case of each Adjustable-Rate Mortgage Loan (A) as of any date of
determination until the first Adjustment Date following the Cut-off Date shall
be the rate set forth in the Mortgage Loan Schedule as the Mortgage Interest
Rate in effect immediately following the Cut-off Date and (B) as of any date
of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date, to equal the sum, rounded to the nearest 0.125% as provided
in
the Mortgage Note, of the Index, determined as set forth in the related Mortgage
Note, plus the related Gross Margin subject to the limitations set forth in
the
related Mortgage Note. With respect to each Mortgage Loan that becomes an REO
Property, as of any date of determination, the annual rate determined in
accordance with the immediately preceding sentence as of the date such Mortgage
Loan became an REO Property.
Mortgage
Loan:
Each
mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of
the Trust Fund, the Mortgage Loans so held being identified in the Mortgage
Loan
Schedule and set forth in Exhibit
D
attached
hereto.
Mortgage
Loan Purchase Agreement:
The
agreement between the Seller and the Depositor, dated as of May 1, 2007,
regarding the transfer of the Mortgage Loans by the Seller to or at the
direction of the Depositor.
Mortgage
Loan Schedule:
As of
any date with respect to the Mortgage Loans, the lists of such Mortgage Loans
included in the Trust Fund on such date, attached hereto as Exhibit D.
The
Mortgage Loan Schedule shall be prepared by the Seller and shall set forth
the
following information with respect to each Mortgage Loan:
(1) the
Seller’s Mortgage Loan identifying number;
(2) the
city,
state, and zip code of the Mortgaged Property;
(3) the
type
of Residential Dwelling constituting the Mortgaged Property or a designation
that the Mortgaged Property is a multi-family property;
(4) the
occupancy status of the Mortgaged Property at origination;
(5) the
original months to maturity;
35
(6) the
date
of origination;
(7) the
first
payment date;
(8) the
stated maturity date;
(9) the
stated remaining months to maturity;
(10) the
original principal amount of the Mortgage Loan;
(11) the
Principal Balance of each Mortgage Loan as of the Cut-off Date;
(12) the
Mortgage Interest Rate of the Mortgage Loan as of the Cut-off Date;
(13) the
current principal and interest payment of the Mortgage Loan as of the Cut-off
Date;
(14) the
contractual interest paid to date of the Mortgage Loan;
(15) the
Combined Loan-to-Value Ratio at origination;
(16) a
code
indicating the loan performance status of the Mortgage Loan as of the Cut-off
Date;
(17) a
code
indicating whether the Mortgaged Property is in bankruptcy or in its forbearance
period as of the Cut-off Date;
(18) a
code
indicating the Index that is associated with such Mortgage Loan;
(19) the
Gross
Margin;
(20) the
Periodic Rate Cap;
(21) the
Minimum Mortgage Interest Rate;
(22) the
Maximum Mortgage Interest Rate;
(23) a
code
indicating whether the Mortgage Loan has a Prepayment Penalty and the type
of
Prepayment Penalty;
(24) the
first
Adjustment Date immediately following the Cut-off Date;
(25) the
rate
adjustment frequency;
(26) the
payment adjustment frequency; and
36
(27) a
code
indicating whether the Mortgage Loan is a Second Lien Mortgage
Loan.
The
Mortgage Loan Schedule shall set forth the following information, as of the
Cut-off Date, with respect to the Mortgage Loans in the aggregate: (1) the
number of Mortgage Loans; (2) the current Principal Balance of the Mortgage
Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
Loans; and (4) the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Seller in
accordance with the provisions of this Agreement. With respect to any Eligible
Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date
for such Mortgage Loan, determined in accordance with the definition of Cut-off
Date herein.
Mortgage
Note:
The
original executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage
Pool:
The
pool of Mortgage Loans, identified on Exhibit D
from
time to time, and any REO Properties acquired in respect thereof.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential Dwelling
or
multi-family dwelling.
Mortgagor:
The
obligor on a Mortgage Note.
Net
Liquidation Proceeds:
With
respect to any Liquidated Mortgage Loan or any other disposition of related
Mortgaged Property (including REO Property) the related Liquidation Proceeds
net
of Advances, Servicing Advances, Servicing Fees, Excess Servicing Fees and
any
other accrued and unpaid Servicing Fees and Excess Servicing Fees received
and
retained in connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
Net
Maximum Mortgage Interest Rate:
With
respect to any Adjustable-Rate Mortgage Loan, the applicable Maximum Mortgage
Interest Rate minus the Administrative Fee Rate. With respect to any Fixed-Rate
Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan minus the
Administrative Fee Rate.
Net
Maximum WAC:
With
respect to any Distribution Date, the average of the Net Maximum Mortgage
Interest Rates for the Mortgage Loans, weighted on the basis of the Principal
Balances of the Mortgage Loans as of the first day of the related Collection
Period.
Net
Mortgage Interest Rate:
With
respect to any Mortgage Loan, the Mortgage Interest Rate borne by such Mortgage
Loan minus the Administrative Fee Rate.
Net
Swap Payment:
With
respect to any Distribution Date, any net payment (other than a Swap Termination
Payment) payable by the Supplemental Interest Trust to the Swap Provider on
the
related Fixed Rate Payer Payment Date (as defined in the Swap Agreement).
Net
Swap Receipt:
With
respect to any Distribution Date, any net payment (other than a Swap Termination
Payment) made by the Swap Provider to the Supplemental Interest Trust on the
related Floating Rate Payer Payment Date (as defined in the Swap Agreement),
or
any amount withdrawn from the Swap Account that is required under that paragraph
to be treated as a Net Swap Receipt for purposes of determining the
distributions from the Supplemental Interest Trust.
37
Net
WAC:
With
respect to any Distribution Date, the average of the Net Mortgage Interest
Rates
for the Mortgage Loans, weighted on the basis of the Principal Balances of
the
Mortgage Loans as of the first day of the related Collection
Period.
New
Lease:
Any
lease of REO Property entered into on behalf of the Trust, including any lease
renewed or extended on behalf of the Trust if the Trust has the right to
renegotiate the terms of such lease.
Nonrecoverable
Advance:
Any
Advance or Servicing Advance previously made or proposed to be made in respect
of a Mortgage Loan or REO Property that, in the good faith business judgment
of
the Servicer, will not or, in the case of a proposed Advance or Servicing
Advance, would not be ultimately recoverable from Late Collections on such
Mortgage Loan or REO Property as provided herein.
Notional
Amount:
With
respect to the Class CE-1 Certificates, the REMIC 3 Class CE-1 Interest and
the
REMIC A Class CE-1 Interest, an amount equal to the aggregate Uncertificated
Principal Balance of the REMIC 2 Regular Interests other than REMIC 2 Regular
Interest LT2P.
Offered
Certificates:
The
Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
Officers’
Certificate:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a vice president (however denominated), and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries
of
the Servicer, the Seller or the Depositor, as applicable.
Opinion
of Counsel:
A
written opinion of counsel, who may, without limitation, be a salaried counsel
for the Depositor or the Servicer except that any opinion of counsel relating
to
(a) the qualification of any REMIC as a REMIC or (b) compliance with
the REMIC Provisions must be an opinion of Independent counsel.
Optional
Termination Date:
The
first Distribution Date on which the Servicer may opt to terminate the Mortgage
Pool pursuant to Section 10.01.
Original
Class Certificate Principal Balance:
With
respect to each Class of Certificates, the Certificate Principal Balance thereof
on the Closing Date, as set forth opposite such Class in the Preliminary
Statement, except (i) with respect to the Class CE-1 and Class CE-2 Certificates
and the Residual Certificates, which have an Original Class Certificate
Principal Balance of zero, (ii) with respect to any Class A, Class M, Class
B or
Class P REMIC 3 Regular Interest, the amount set forth opposite such Class
in
the Preliminary Statement, (iii) with respect to the REMIC 3 Class CE Regular
Interest, which, solely for federal income tax purposes, has an Original Class
Certificate Principal Balance equal to the Initial Overcollateralization
Amount.
38
Overcollateralization
Amount:
As of
any Distribution Date, the excess, if any, of (x) the Pool Balance as of the
last day of the immediately preceding Collection Period after giving effect
to
Principal Prepayments in the related Prepayment Period over (y) the
aggregate Certificate Principal Balances of all Classes of Offered Certificates,
the Class B-1 Certificates and the Class P Certificates (after taking into
account all distributions of principal on such Distribution Date and the
increase of any Certificate Principal Balance as a result of Subsequent
Recoveries).
Overcollateralization
Deficiency:
As of
any Distribution Date, the excess, if any, of (x) the Targeted
Overcollateralization Amount for such Distribution Date over (y) the
Overcollateralization Amount for such Distribution Date, calculated for this
purpose after taking into account the reduction on such Distribution Date of
the
Certificate Principal Balances of all Classes of Offered Certificates and the
Class B-1 Certificates resulting from the distribution of the Principal
Distribution Amount (but not the Extra Principal Distribution Amount) on such
Distribution Date, but prior to taking into account any Applied Realized Loss
Amounts on such Distribution Date.
Overcollateralization
Floor:
The
product of 0.50% and the Pool Balance as of the Cut-off Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date on and after the Stepdown Date on which a
Trigger Event is not in effect, the lesser of (x) the Principal Remittance
Amount for such Distribution Date and (y) the excess, if any, of
(i) the Overcollateralization Amount for such Distribution Date, assuming
that 100% of the Principal Remittance Amount is applied as a principal payment
on the Offered Certificates and the Class B-1 Certificates on such Distribution
Date, over (ii) the Targeted Overcollateralization Amount for such
Distribution Date. With respect to any Distribution Date on which a Trigger
Event is in effect, the Overcollateralization Release Amount will be
zero.
Ownership
Interest:
As to
any Certificate, any ownership or security interest in such Certificate,
including any interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner
or
as pledgee.
Pass-Through
Rate:
Any of
the Class A-1 Pass-Through Rate, Class A-2 Pass-Through Rate, the
Class A-3 Pass-Through Rate, the Class M-1 Pass-Through Rate, the
Class M-2 Pass-Through Rate, the Class M-3 Pass-Through Rate, the
Class M-4 Pass-Through Rate, the Class M-5 Pass-Through Rate, the
Class M-6 Pass-Through Rate, the Class M-7 Pass-Through Rate, the
Class M-8 Pass-Through Rate, the Class M-9 Pass-Through Rate and the
Class B-1 Pass-Through Rate.
With
respect to the REMIC 1 Regular Interests, the Uncertificated REMIC 1
Pass-Through Rate. With respect to the REMIC 2 Regular Interests, the
Uncertificated REMIC 2 Pass-Through Rate. With respect to the REMIC 3 Regular
Interests (other than the Class CE-1 REMIC 3 Regular Interest and Class SWAP-IO
REMIC 3 Regular Interest), the Uncertificated REMIC 3 Pass-Through
Rate.
With
respect to the Class CE-1 REMIC 3 Regular Interest and any Distribution Date,
a
per annum rate equal to the percentage equivalent of a fraction,
the numerator of which is the sum of the amounts calculated pursuant to clauses
(A) through (P) below, and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC 2 Regular Interest LT2A1, REMIC
2
Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest
LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC
2
Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest
LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC
2
Regular Interest LT2M9, REMIC 2 Regular Interest LT2B1 and REMIC 2 Regular
Interest LT2ZZ. For purposes of calculating the Pass-Through Rate for the REMIC
3 Class CE-1 Regular Interest, the numerator is equal to the sum of the
following components:
39
(A) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2AA
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC 2 Regular Interest LT2AA;
(B) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2A1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2A1;
(C) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2A2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2A2;
(D) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2A3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2A3;
(E) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M1;
(F) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M2;
(G) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M3;
(H) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M4
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M4;
(I) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M5
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M5;
(J) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M6
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M6;
40
(K) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M7
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M7;
(L) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M8
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M8;
(M) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2M9
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2M9;
(N) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2B1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2B1;
(O) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2ZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2ZZ; and
(P) 100%
of
the Uncertificated Accrued Interest on REMIC 2 Regular Interest
LT2P.
For
federal income tax purposes, the Pass-Through Rate for the Class CE-1
Certificates shall be an amount equal to 100% of the amounts distributable
to
the Class CE-1 REMIC A Regular Interest for such Distribution Date. The Class
CE-1 REMIC A Regular Interest will be entitled to 100% of the amounts
distributable to the Class CE-1 REMIC 3 Regular Interest.
The
Class
SWAP-IO Interest shall not have a Pass-Through Rate, but interest for such
regular interest and each Distribution Date shall be an amount equal to 100%
of
the amounts distributable to REMIC 2 Regular Interest LT2IO for such
Distribution Date.
Paying
Agent:
Any
paying agent appointed pursuant to Section 5.05.
Percentage
Interest:
With
respect to any Certificate (other than a Class CE, Class P or Residual
Certificate), a fraction, expressed as a percentage, the numerator of which
is
the Initial Certificate Principal Balance represented by such Certificate and
the denominator of which is the Original Class Certificate Principal Balance
of
the related Class. With respect to a Class CE Certificate, the undivided
percentage interest obtained by dividing the Initial Class CE Notional Amount
by
the Original Class CE Notional Amount of such Class. With respect to a Class
P
or Residual Certificate, the portion of the Class evidenced thereby, expressed
as a percentage, as stated on the face of such Certificate; provided,
however,
that
the sum of all such percentages for each such Class totals 100%.
41
Periodic
Rate Cap:
With
respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Interest Rate for such Mortgage Loan may
increase or decrease (without regard to the Maximum Mortgage Interest Rate
or
the Minimum Mortgage Interest Rate) on such Adjustment Date from the Mortgage
Interest Rate in effect immediately prior to such Adjustment Date.
Permitted
Investments:
Any one
or more of the following obligations or securities acquired at a purchase price
of not greater than par, regardless of whether issued or managed by the
Depositor, the Servicer, the Trustee or any of their respective Affiliates
or
for which an Affiliate of the Trustee serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A) demand
and time deposits in, certificates of deposit of, bankers’ acceptances issued by
or federal funds sold by any depository institution or trust company (including
the Trustee or its agents acting in their respective commercial capacities)
incorporated under the laws of the United States of America or any state thereof
and subject to supervision and examination by federal and/or state authorities,
so long as, at the time of such investment or contractual commitment providing
for such investment, such depository institution or trust company or its
ultimate parent has a short-term uninsured debt rating in one of the two highest
available rating categories of S&P, Moody’s and DBRS and provided that each
such investment has an original maturity of no more than 365 days and
(B) any other demand or time deposit or deposit which is fully insured by
the FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository
institution or trust company (acting as principal) rated A or higher by S&P
and DBRS and rated A2 or higher by Moody’s, provided,
however,
that
collateral transferred pursuant to such repurchase obligation must be of the
type described in clause (i) above and must (A) be valued daily at
current market prices plus accrued interest or (B) pursuant to such
valuation, be equal, at all times, to 105% of the cash transferred by the
Trustee in exchange for such collateral and (C) be delivered to the Trustee
or, if the Trustee is supplying the collateral, an agent for the Trustee, in
such a manner as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by each Rating Agency in its highest long-term unsecured
rating categories at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by each Rating
Agency in its highest short-term unsecured debt rating available at the time
of
such investment;
42
(vi) units
of
money market funds registered under the Investment Company Act of 1940 including
funds managed or advised by the Trustee or affiliates thereof having the highest
rating category by the applicable Rating Agency; and
(vii) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies in writing as a permitted investment of funds
backing securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided,
that no
instrument described hereunder shall evidence either the right to receive
(a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and principal payments
with respect to such instrument provide a yield to maturity at par greater
than
120% of the yield to maturity at par of the underlying obligations.
Permitted
Transferee:
Any
transferee of a Residual Certificate other than a Disqualified Organization
or a
Disqualified Non-U.S. Person.
Person:
Any
individual, corporation, partnership, joint venture, association, joint stock
company, trust, limited liability company, unincorporated organization or
government or any agency or political subdivision thereof.
Pool
Balance:
As of
any date of determination, the aggregate Principal Balance of the Mortgage
Loans.
Prepayment
Interest Excess:
With
respect to any Distribution Date, any interest collected by the Servicer with
respect to any Mortgage Loan as to which a Principal Prepayment in Full occurs
from the 1st day of the month through the 15th day of the month in which such
Distribution Date occurs and that represents interest that accrues from the
1st
day of such month to the date of such Principal Prepayment in Full.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a Principal Prepayment in Full during the portion of the related Prepayment
Period occurring in the prior calendar month that was applied by the Servicer
to
reduce the outstanding Principal Balance of such Mortgage Loan on a date
preceding the related Due Date, an amount equal to interest at the applicable
Net Mortgage Interest Rate on the amount of such Principal Prepayment in Full
for the number of days commencing on the date on which the Principal Prepayment
is applied and ending on the last day of the calendar month in which
applied.
Prepayment
Penalty:
With
respect to any Prepayment Period, any prepayment premium, fee or charge payable
by a Mortgagor in connection with any principal prepayment pursuant to the
terms
of the related Mortgage Note.
43
Prepayment
Period:
With
respect to any Distribution Date, the period commencing on the 16th day of
the
calendar month preceding the calendar month in which such Distribution Date
occurs (or, in the case of the first Distribution Date, from May 1, 2007) and
ending on the 15th day of the calendar month in which the related Distribution
Date occurs.
Primary
Insurance Policy:
Each
policy of primary guaranty mortgage insurance issued by a Qualified Insurer
in
effect with respect to any Mortgage Loan, or any replacement policy therefor
obtained by the Servicer pursuant to Section 3.08.
Principal
Balance:
As to
any Mortgage Loan and any day, other than a Liquidated Mortgage Loan, the
related Cut-off Date Principal Balance, minus
the sum
of (i) all collections and other amounts credited against the principal balance
of any such Mortgage Loan, (ii) the principal portion of Advances, (iii) any
Deficient Valuation and (iv) any principal reduction resulting from a Servicer
Modification. For purposes of this definition, a Liquidated Mortgage Loan shall
be deemed to have a Principal Balance equal to the Principal Balance of the
related Mortgage Loan as of the final recovery of related Liquidation Proceeds
and a Principal Balance of zero thereafter. As to any REO Property and any
day,
the Principal Balance of the related Mortgage Loan immediately prior to such
Mortgage Loan becoming REO Property minus any REO Principal Amortization
received with respect thereto on or prior to such day.
Principal
Distribution Amount:
As to
any Distribution Date, the sum of (i) the Principal Remittance Amount
minus
the
Overcollateralization Release Amount, if any, and (ii) the Extra Principal
Distribution Amount, if any.
Principal
Prepayment:
Any
payment of principal made by the Mortgagor on a Mortgage Loan which is received
in advance of its scheduled Due Date and which is not accompanied by an amount
of interest representing the full amount of scheduled interest due on any Due
Date in any month or months subsequent to the month of prepayment.
Principal
Prepayment in Full:
Any
Principal Prepayment made by a Mortgagor of the entire Principal Balance of
a
Mortgage Loan.
Principal
Remittance Amount:
With
respect to any Distribution Date, the amount equal to (A) the sum (less amounts
available for reimbursement of Advances and Servicing Advances pursuant to
Section 3.05 and expenses and indemnification payments pursuant to
Sections 6.03 and 8.05) of the following amounts (without duplication) with
respect to the Mortgage Loans: (i) each payment of principal on a Mortgage
Loan
due during the immediately preceding Collection Period and received by the
Servicer on or prior to the Determination Date for that Distribution Date,
including any Advances with respect thereto, (ii) all full and partial Principal
Prepayments received by the Servicer during the related Prepayment Period,
(iii)
the Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net
of
certain expenses) allocable to principal actually collected by the Servicer
during the related Prepayment Period, (iv) the portion of the Purchase Price
allocable to principal of all repurchased Defective Mortgage Loans with respect
to that Prepayment Period, (v) any Substitution Adjustment Amount received
during the related Prepayment Period and (vi) on the Distribution Date on which
the Trust is to be terminated in accordance with Section 10.01 hereof, that
portion of the Termination Price in respect of principal less
(B) any
amounts payable to the Swap Provider (including any Net Swap Payment and any
Swap Termination Payment owed to the Swap Provider, other than a Defaulted
Swap
Termination Payment) not covered by the Interest Remittance Amount.
44
Private
Certificates:
Any of
the Class B-1, Class CE-1, Class CE-2, Class P and Residual
Certificates.
Property
Insurance Proceeds:
Proceeds of any title policy, hazard policy or other insurance policy covering
a
Mortgage Loan, to the extent such proceeds are received by the Servicer and
are
not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the Servicer’s servicing
procedures, subject to the terms and conditions of the related Mortgage Note
and
Mortgage.
Prospectus
Supplement:
That
certain Prospectus Supplement dated May 29, 2007 relating to the public offering
of the Offered Certificates.
Purchase
Price:
With
respect to any Mortgage Loan or REO Property to be purchased pursuant to or
as
contemplated by Section 2.03 or 10.01, and as confirmed by an Officers’
Certificate from the Servicer to the Trustee, an amount equal to the sum of
(i) 100% of the Principal Balance thereof as of the date of purchase (or
such other price as provided in Section 10.01), (ii) in the case of
(x) a Mortgage Loan, accrued interest on such Principal Balance at the
applicable Mortgage Interest Rate in effect from time to time from the Due
Date
as to which interest was last covered by a payment by the Mortgagor or an
Advance by the Servicer, which payment or Advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar
month
in which the purchase is to be effected, and (y) an REO Property, its fair
market value, determined in good faith by the Servicer, (iii) any unreimbursed
Servicing Advances and Advances and any unpaid Servicing Fees and Excess
Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any
amounts previously withdrawn from the Collection Account in respect of such
Mortgage Loan or REO Property pursuant to Section 3.13, and (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
expenses reasonably incurred or to be incurred by the Servicer or the Trustee
in
respect of the breach or defect giving rise to the purchase
obligation.
Qualified
Insurer:
Any
insurance company acceptable to Xxxxxx Xxx or Xxxxxxx Mac.
Rate
Cap:
With
respect to any Distribution Date and the Certificates, a per annum rate
(expressed, in the case of the Floating Rate Certificates, on the basis of
an
assumed 360-day year and the actual number of days elapsed during the related
accrual period) equal to (i) the Net WAC less (ii) 12 times the quotient of
(a)
the Net Swap Payment and Swap Termination Payment (other than a Defaulted Swap
Termination Payment), if any, made to the Swap Provider and (b) the Pool Balance
as of the first day of the related Collection Period.
Rating
Agency
or
Rating
Agencies:
Xxxxx’x, S&P and DBRS, or their respective successors. If such agencies or
their successors are no longer in existence, “Rating Agencies” shall be such
nationally recognized statistical rating organizations as set forth on the
most
current list of such organizations released by the Securities and Exchange
Commission and designated by the Depositor, notice of which designation shall
be
given to the Trustee and the Servicer.
45
Realized
Loss:
With
respect to a Liquidated Mortgage Loan, the amount by which the remaining unpaid
Principal Balance of the Mortgage Loan plus accrued and unpaid interest thereon
at the Mortgage Interest Rate through the last day of the month of liquidation,
exceeds the amount of Net Liquidation Proceeds applied to the principal balance
of the related Mortgage Loan. With respect to any Mortgage Loan, a Deficient
Valuation or a reduction in the Principal Balance thereof resulting from a
Servicer Modification.
Realized
Loss Amortization Amount:
Any of
the Class M-1 Realized Loss Amortization Amount, the Class M-2
Realized Loss Amortization Amount, the Class M-3 Realized Loss Amortization
Amount, the Class M-4 Realized Loss Amortization Amount, the Class M-5
Realized Loss Amortization Amount, the Class M-6 Realized Loss Amortization
Amount, the Class M-7 Realized Loss Amortization Amount, the Class M-8
Realized Loss Amortization Amount, the Class M-9 Realized Loss Amortization
Amount and the Class B-1 Realized Loss Amortization Amount.
Record
Date:
With
respect to the Floating Rate Certificates, the Business Day immediately
preceding such Distribution Date; provided,
however,
that if
any such Certificate becomes a Definitive Certificate, the Record Date for
such
Certificate shall be the last Business Day of the month immediately preceding
the month in which the related Distribution Date occurs. With respect to the
Fixed-Rate Certificates and the Class CE, Class P and Residual Certificates,
the
last Business Day of the month immediately preceding the month in which the
related Distribution Date occurs.
Reference
Banks:
Those
banks (i) with an established place of business in London, England, (ii) not
controlling, under the control of or under common control with the Depositor
or
the Trustee, (iii) that have been designated as such by the Trustee and (iv)
that are engaged in transactions in the London interbank market.
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, 1,631 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Reimbursement
Amount:
As
defined in Section 2.03.
Related
Documents:
With
respect to any Mortgage Loan, the related Mortgage Notes, Mortgages and other
related documents.
Relief
Act:
The
Servicemembers Civil Relief Act.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date, for any Mortgage Loan with respect to which
there has been a reduction in the amount of interest collectible thereon for
the
most recently ended Collection Period as a result of the application of the
Relief Act or similar state or local laws, the amount by which (i) interest
collectible on such Mortgage Loan during such Collection Period is less than
(ii) one month’s interest on the Principal Balance of such Mortgage Loan at
the Mortgage Interest Rate for such Mortgage Loan before giving effect to the
application of the Relief Act or similar state or local laws.
46
REMIC:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
REMIC
1 Regular Interests:
REMIC 1 Regular Interest I and REMIC 1 Regular Interest I-1-A through REMIC
1
Regular Interest I-47-B and REMIC 1 Regular Interest I-CE-2 as designated in
the
Preliminary Statement hereto. Each REMIC 1 Regular Interest shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect
from
time to time, and shall be entitled to distributions of principal, subject
to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC 2
Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to (a) the product of (i)
the
sum of the aggregate Principal Balance of the Mortgage Loans and related REO
Properties then outstanding and (ii) the Uncertificated REMIC 2
Pass-Through Rate for REMIC 2 Regular Interest LT2AA minus the Marker Rate,
divided by (b) 12.
REMIC
2 Overcollateralization Target Amount:
1.00%
of the Targeted Overcollateralization Amount.
REMIC
2 Overcollateralized Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balances of the REMIC 2 Regular Interests minus (ii) the aggregate
of
the Uncertificated Principal Balances of REMIC 2 Regular Interest LT2A1, REMIC
2
Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest
LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC
2
Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest
LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC
2
Regular Interest LT2M9, REMIC 2 Regular Interest LT2B1 and 1.00% of REMIC 2
Regular Interest LTP, in each case as of such date of
determination.
REMIC
2 Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Principal Balance of the Mortgage Loans and related REO Properties
then outstanding and (ii) 1 minus a fraction, the numerator of which is two
times the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular
Interest LT2A1, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3,
REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular
Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5,
REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular
Interest LT2M8, REMIC 2 Regular Interest LT2M9 and REMIC 2 Regular Interest
LT2B1 and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest
LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest LT2M1, REMIC
2
Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest
LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC
2
Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC 2 Regular Interest
LT2M9, REMIC 2 Regular Interest LT2B1 and REMIC 2 Regular Interest
LT2ZZ.
47
REMIC
2 Regular Interests:
REMIC 2
Regular Interest LT2AA, REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest
LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest LT2M1, REMIC
2
Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest
LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC
2
Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC 2 Regular Interest
LT2M9, REMIC 2 Regular Interest LT2B1, REMIC 2 Regular Interest LT2P, REMIC
2
Regular Interest LT2IO, REMIC 2 Regular Interest LT2CE2 and REMIC 2 Regular
Interest LT2ZZ as designated in the Preliminary Statement hereto. Each REMIC
2
Regular Interest shall accrue interest at the related Uncertificated REMIC
2
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal (other than REMIC 2 Regular Interest LT2IO and REMIC
2 Regular Interest LT2CE2), subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Balance as set forth in
the
Preliminary Statement hereto.
REMIC
3 Regular Interests:
Class
A-1 REMIC 3 Regular Interest, Class A-2 REMIC 3 Regular Interest, Class A-3
REMIC 3 Regular Interest, Class M-1 REMIC 3 Regular Interest, Class M-2 REMIC
3
Regular Interest, Class M-3 REMIC 3 Regular Interest, Class M-4 REMIC 3 Regular
Interest, Class M-5 REMIC 3 Regular Interest, Class M-6 REMIC 3 Regular
Interest, Class M-7 REMIC 3 Regular Interest, Class M-8 REMIC 3 Regular
Interest, Class M-9 REMIC 3 Regular Interest, Class B-1 REMIC 3 Regular
Interest, Class CE-1 REMIC 3 Regular Interest, Class CE-2 REMIC 3 Regular
Interest, Class P REMIC 3 Regular Interest and Class SWAP-IO REMIC 3 Regular
Interest as designated in the Preliminary Statement. Each REMIC 3 Regular
Interest shall accrue interest at the related Uncertificated REMIC 3
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal (other than Class CE-2 REMIC 3 Regular Interest
and
Class SWAP-IO REMIC 3 Regular Interest), subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto or with respect to
Class CE-1 REMIC 3 Regular Interest, the Class CE-1 Uncertificated Principal
Balance (in all cases, subject to the obligation of the Class CE-1 Certificates
to pay Cap Carryover Amounts, Swap Termination Payments and Class SWAP-IO
Distributions).
REMIC
3 Cap:
With
respect to any Distribution Date, the weighted average (other than with respect
to calculations in respect of the REMIC Regular Interests corresponding to
the
Fixed Rate Certificates, adjusted for the actual number of days in the Interest
Accrual Period) of the Uncertificated REMIC 2 Pass-Through Rates on the REMIC
2
Regular Interests (other than the REMIC 2 Regular Interest LT2IO and REMIC
2
Regular Interest LT2CE2), weighted on the basis of the Uncertificated Principal
Balance of each such REMIC 2 Regular Interest.
REMIC
Regular Interest:
Any
regular interest in REMIC 1, REMIC 2, REMIC 3, REMIC A, REMIC B, REMIC C or
REMIC D.
Remittance
Report:
A
report prepared by the Servicer and delivered to the Trustee pursuant to
Section 4.07.
48
Rents
from Real Property:
With
respect to any REO Property, gross income of the character described in
Section 856(d) of the Code.
REO
Disposition:
The
sale or other disposition of an REO Property on behalf of the Trust
Fund.
REO
Principal Amortization:
With
respect to any REO Property, for any calendar month, the aggregate of all
amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
10.01 that is allocable to such REO Property) or otherwise, net of any portion
of such amounts (i) payable pursuant to Section 3.13 in respect of the
proper operation, management and maintenance of such REO Property or (ii)
payable or reimbursable to the Servicer pursuant to Section 3.13 for unpaid
Servicing Fees and Excess Servicing Fees in respect of the related Mortgage
Loan
and unreimbursed Servicing Advances and Advances in respect of such REO Property
or the related Mortgage Loan.
REO
Property:
A
Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through
foreclosure or deed-in-lieu of foreclosure, as described in
Section 3.13.
Reportable
Event:
An
event requiring disclosure on Form 8-K.
Request
for Release:
A
release signed by a Servicing Officer, in the form of Exhibit E
attached
hereto.
Residential
Dwelling:
Any one
of the following: (i) a one-family dwelling, (ii) a two- to
four-family dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx
eligible condominium project, (iv) a one-family dwelling in a planned unit
development, which is not a co-operative, or (v) a mobile or manufactured home
(as defined in 00 Xxxxxx Xxxxxx Code, Section 5402(6)).
Residual
Certificates:
The
Class R and Class R-X Certificates.
Residual
Interest:
The
sole Class of “residual interests” in each REMIC within the meaning of
Section 860G(a)(2) of the Code.
Responsible
Officer:
When
used with respect to the Trustee, any officer assigned to the Corporate Trust
Division (or any successor thereto), including any Vice President,
Assistant Vice President, Trust Officer, any Assistant Secretary, any trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and in each
case having direct responsibility for the administration of this
Agreement.
Reuters
Screen LIBOR01 Page:
The
display page currently so designated on the Reuters Monitor Rates Service (or
such other page as may replace such page on that service for the purpose of
displaying comparable rates or prices).
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and its
successors, and if such company shall for any reason no longer perform the
functions of a securities rating agency, “S&P” shall be deemed to refer to
any other “nationally recognized statistical rating organization” as set forth
on the most current list of such organizations released by the Securities and
Exchange Commission.
49
Second
Lien Mortgage Loan:
Any of
the of the Mortgage Loans which are secured by a second mortgage lien that
is
junior to a first lien on the related Mortgaged Property.
Seller:
Credit-Based Asset Servicing and Securitization LLC, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase
Agreement.
Senior
Certificates:
The
Class A-1, Class A-2 and Class A-3 Certificates.
Senior
Enhancement Percentage:
For any
Distribution Date, the percentage obtained by dividing (x) the sum of (i) the
aggregate Certificate Principal Balances of the Class M and Class B-1
Certificates, before taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and (ii) the Overcollateralization
Amount, calculated for this purpose only after taking into account the reduction
of the Certificate Principal Balances of all Classes of Certificates resulting
from the distribution of the Principal Distribution Amount (but not the Extra
Principal Distribution Amount), by (y) the Pool Balance as of the last day
of
the related Collection Period after giving effect to Principal Prepayments
in
the related Prepayment Period.
Senior
Principal Distribution Amount:
As of
any Distribution Date (i) before the Stepdown Date or on which a Trigger Event
is in effect, the Principal Distribution Amount and (ii) on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(a)
the sum of the Certificate Principal Balances of the Class A Certificates
immediately prior to such Distribution Date over (b) the lesser of (x) the
product of (1) 57.20% and (2) the Pool Balance as of the last day of the related
Collection Period after giving effect to Principal Prepayments in the related
Prepayment Period and (y) the amount by which Pool Balance as of the last day
of
the related Collection Period after giving effect to Principal Prepayments
in
the related Prepayment Period exceeds the Overcollateralization
Floor.
Senior
Specified Enhancement Percentage:
On any
date of determination thereof, 42.80%.
Servicer:
Xxxxxx
Loan Servicing LP, a Delaware limited partnership, or any successor servicer
appointed as herein provided, in its capacity as Servicer
hereunder.
Servicer
Affiliate:
A
Person (i) controlling, controlled by or under common control with the
Servicer or which is 50% or more owned by the Servicer and (ii) which is
qualified to service residential mortgage loans.
Servicer
Event of Termination:
One or
more of the events described in Section 7.01.
Servicer
Modification:
A
modification to the terms of a Mortgage Loan, in accordance with the terms
of
Section 3.01, as to which the Mortgagor is in default or as to which, in the
judgment of the Servicer, default is reasonably foreseeable.
50
Servicer
Remittance Date:
With
respect to any Distribution Date, one Business Day prior to such Distribution
Date.
Servicer’s
Assignee:
As
defined in Section 6.05(b) hereof.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including legal fees) incurred by the Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property,
(ii) any enforcement or judicial proceedings, including foreclosures,
(iii) the management and liquidation of the REO Property and
(iv) compliance with the obligations under Section 3.08.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time a form of which as of the Closing Date is listed
on
Exhibit
S.
Servicing
Fee:
With
respect to each Mortgage Loan (including each REO Property) and for any calendar
month, an amount equal to one month’s interest (or in the event of any payment
of interest which accompanies a Principal Prepayment in Full made by the
Mortgagor during such calendar month, interest for the number of days covered
by
such payment of interest) at the Servicing Fee Rate on the same principal amount
on which interest on such Mortgage Loan accrues for such calendar
month.
Servicing
Fee Rate:
So long
as Xxxxxx Loan Servicing LP is the Servicer, with respect to each Mortgage
Loan,
0.15% per annum. At anytime Xxxxxx Loan Servicing LP is not the Servicer and
with respect to each Mortgage Loan, 0.50% per annum.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or other Person engaged by the Servicer or the
Trustee that is participating in the servicing function with respect to the
Mortgage Loans, within the meaning of Item 1122 of Regulation AB.
Servicing
Officer:
Any
officer of the Servicer involved in, or responsible for, the administration
and
servicing of Mortgage Loans, whose name appears on a list of servicing officers
furnished by the Servicer to the Trustee and the Depositor on the Closing Date,
as such list may from time to time be amended.
Servicing
Rights Pledgee:
One or
more lenders, selected by the Servicer, to which the Servicer may pledge and
assign all of its right, title and interest in, to and under this Agreement,
including JPMorgan Chase Bank, National Association, as the representative
of
certain lenders.
Servicing
Standard:
Shall
mean the standards set forth in Section 3.01.
Special
Hazard Loss:
Any
Realized Losses that result from direct physical damage to Mortgaged Properties
caused by natural disasters and other hazards (i) which are not covered by
hazard insurance policies (such as earthquakes) and (ii) for which claims have
been submitted and rejected by the related hazard insurer and any shortfall
in
insurance proceeds for partial damage due to the application of the co-insurance
clauses contained in hazard insurance policies.
51
SPV:
As
defined in Section 6.05(b).
Startup
Day:
As
defined in Section 9.01(b) hereof.
Stayed
Funds:
Any
payment required to be made under the terms of the Certificates and this
Agreement but which is not remitted by the Servicer because the Servicer is
the
subject of a proceeding under the Bankruptcy Code and the making of such
remittance is prohibited by Section 362 of the Bankruptcy Code.
Stepdown
Date:
The
earlier to occur of (A) the Distribution Date on which the aggregate Certificate
Principal Balance of the Class A Certificates is reduced to zero, and (B) the
later to occur of (x) Distribution Date in June 2010, and (y) the first
Distribution Date on which the Senior Enhancement Percentage is greater than
or
equal to the Senior Specified Enhancement Percentage.
Subcontractor:
Any
third-party or Affiliated vendor, subcontractor or other Person utilized by
the
Servicer, a Subservicer, the Trustee or the Custodian, as applicable, 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.
Subordinated
Certificates:
The
Class M, Class B-1, Class CE-1, Class P and Residual
Certificates.
Subsequent
Recovery:
Any
amount (net of reimbursable expenses) received on a Mortgage Loan subsequent
to
such Mortgage Loan being determined to be a Liquidated Mortgage Loan that
resulted in a Realized Loss in a prior month.
Subservicer:
Any
Person that services Mortgage Loans on behalf of the Servicer or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer under this Agreement, with respect
to
some or all of the Mortgage Loans, that are identified in Item 1122(d) of
Regulation AB.
Subservicing
Accounts:
As
defined in Section 3.34.
Subservicing
Agreements:
As
defined in Section 3.30.
Substitution
Adjustment Amount:
As
defined in Section 2.03(d) hereof.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 4.09 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Cap Agreement, the Swap Account, the Cap Account, the Class
SWAP-IO REMIC 3 Regular Interest and the right to receive any Net Swap Receipt
and Swap Termination Payments from the Swap Provider and any Cap Payments from
the Cap Provider, subject to the obligation to pay the amounts specified in
Section 4.09. The Supplemental Interest Trust is not an asset of any REMIC
created hereunder.
52
Supplemental
Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association organized under the
laws of the United States, in its capacity as trustee of the Supplemental
Interest Trust, or any successor Supplemental Interest Trust Trustee appointed
as herein provided.
Swap
Account:
The
trust account created and maintained by the Supplemental Interest Trust Trustee
pursuant to Section 4.09 which shall be entitled “Swap Account, LaSalle Bank
National Association, as Supplemental Interest Trust Trustee, in trust for
registered Holders of C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB5” and which must be an Eligible Account. Amounts on deposit in the Swap
Account shall not be invested. The Swap Account shall not be an asset of any
REMIC formed under this Agreement.
Swap
Agreement:
The
interest rate swap agreement, dated May 31, 2007, between the Swap Provider
and
the Supplemental Interest Trust Trustee, a copy of which is attached hereto
as
Exhibit
O-2.
Swap
LIBOR:
A per
annum rate equal to the floating rate payable by the Swap Provider under the
Swap Agreement.
Swap
Notional Balance:
With
respect to each Distribution Date, an amount equal to the amount set forth
for
such period on Schedule I of the Swap Agreement.
Swap
Provider:
JPMorgan Chase Bank, N.A.
Swap
Termination Payment:
Any
payment payable by the Supplemental Interest Trust or the Swap Provider upon
termination of the Swap Agreement as a result of an Event of Default (as defined
in the Swap Agreement) or a Termination Event (as defined in the Swap
Agreement).
Targeted
Overcollateralization Amount:
As of
any Distribution Date, (x) prior to the Stepdown Date, 2.70% of the Pool Balance
on the Cut-off Date and (y) on and after the Stepdown Date, (A) if a Trigger
Event has not occurred, the greater of (x) the lesser of (i) 2.70% of the Pool
Balance on the Cut-off Date and (ii) 5.40% of the Pool Balance as of the last
day of the related Collection Period after giving effect to Principal
Prepayments in the related Prepayment Period and (y) 0.50% of the Pool Balance
on the Cut-off Date and (B) if a Trigger Event has occurred, the Targeted
Overcollateralization Amount for the immediately preceding Distribution Date.
On
any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Offered Certificates and the Class B-1 Certificates
to
zero, the Targeted Overcollateralization Amount shall be zero.
Tax
Matters Person:
The tax
matters person appointed pursuant to Section 9.01(e) hereof.
Tax
Returns:
The
federal income tax returns on Internal Revenue Service Form 1066, U.S. Real
Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q
thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf
of
the Trust for each of the eight REMICs created pursuant to this Agreement under
the REMIC Provisions, together with any and all other information reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax
laws.
53
Termination
Price:
As
defined in Section 10.01(a) hereof.
Trigger
Event:
With
respect to any Distribution Date, if (i) the six-month rolling average of 60+
Day Delinquent Loans equals or exceeds 37.38% of the Senior Enhancement
Percentage or (ii) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Collection Period (reduced
by
the aggregate amount of Subsequent Recoveries received since the Cut-off Date
through the last day of the related Collection Period) divided by the Pool
Balance as of the Cut-off Date exceeds the applicable percentages set forth
below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
June
2009 through May 2010
|
1.50%
for the first month, plus an additional 1/12th of 2.00% for each
month
thereafter,
|
|
June
2010 through May 2011
|
3.50%
for the first month, plus an additional 1/12th of 1.95% for each
month
thereafter,
|
|
June
2011 through May 2012
|
5.45%
for the first month, plus an additional 1/12th of 1.60% for each
month
thereafter,
|
|
June
2012 through May 2013
|
7.05%
for the first month, plus an additional 1/12th of 0.90% for each
month
thereafter,
|
|
June
2013 through May 2014
|
7.95%
for the first month, plus an additional 1/12th of 0.15% for each
month
thereafter,
|
|
June
2014 through May 2015
|
8.10%
for the first month, plus an additional 1/12th of 0.05% for each
month
thereafter, and
|
|
June
2015 and thereafter
|
8.15%
|
Trust:
C-BASS
2007-CB5 Trust, the trust created hereunder.
Trust
Fund:
The
segregated pool of assets subject hereto, constituting the primary trust created
hereby and to be administered hereunder, with respect to a portion of which
eight REMIC elections are to be made, such entire Trust Fund consisting of:
(i) such Mortgage Loans as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof, (ii) any REO Property, together
with all collections thereon and proceeds thereof, (iii) the Trustee’s
rights with respect to the Mortgage Loans under all insurance policies required
to be maintained pursuant to this Agreement and any proceeds thereof,
(iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement
(including any security interest created thereby) and (v) the Collection
Account, the Distribution Account, the Cap Carryover Reserve Account and any
REO
Account and such assets that are deposited therein from time to time and any
investments thereof, together with any and all income, proceeds and payments
with respect thereto.
Trustee:
LaSalle
Bank National Association, a national banking association organized under the
laws of the United States, or any successor Trustee appointed as herein
provided.
54
Trustee
Fee:
With
respect to any Distribution Date, the product of (x) one-twelfth of the
Trustee Fee Rate and (y) the aggregate of the Principal Balances of all
Mortgage Loans as of the opening of business on the first day of the related
Collection Period.
Trustee
Fee Rate:
With
respect to any Distribution Date, 0.01% per annum.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest, REMIC 2 Regular Interest or REMIC 3
Regular Interest (other than Class CE-1 Regular Interest and Class SWAP-IO
Regular Interest) on each Distribution Date, an amount equal to one month’s
interest at the related Pass-Through Rate on the Uncertificated Principal
Balance or Uncertificated Notional Amount of such REMIC Regular Interest. With
respect to the Class XX XXXXX 3 Regular Interest on each Distribution Date,
an
amount equal to one month’s interest at its Pass-Through Rate on its Notional
Amount. In each case, Uncertificated Accrued Interest will be reduced by any
Relief Act Interest Shortfalls (allocated to such REMIC 1 Regular Interest,
REMIC 2 Regular Interest, or REMIC 3 Regular Interest based on their respective
entitlements to interest irrespective of any Relief Act Interest Shortfalls
for
such Distribution Date).
Uncertificated
Notional Amount:
With
respect to REMIC 2 Regular Interest LT2IO and each Distribution Date listed
below, a notional amount equal to the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
|
1
|
I-1-A
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through X-00-X
|
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
|
0
|
X-0-X
through I-47-A
|
|
|
10
|
I-10-A
through I-47-A
|
|
|
11
|
I-11-A
through I-47-A
|
|
|
12
|
I-12-A
through I-47-A
|
|
|
13
|
I-13-A
through I-47-A
|
|
|
14
|
I-14-A
through I-47-A
|
|
|
15
|
I-15-A
through I-47-A
|
|
|
16
|
I-16-A
through I-47-A
|
|
|
17
|
I-17-A
through I-47-A
|
|
|
18
|
I-18-A
through I-47-A
|
|
|
19
|
I-19-A
through I-47-A
|
|
|
20
|
I-20-A
through I-47-A
|
|
|
21
|
I-21-A
through I-47-A
|
|
|
22
|
I-22-A
through I-47-A
|
|
|
23
|
I-23-A
through I-47-A
|
|
|
24
|
I-24-A
through I-47-A
|
|
|
25
|
I-25-A
through I-47-A
|
|
|
26
|
I-26-A
through I-47-A
|
|
|
27
|
I-27-A
through I-47-A
|
|
|
28
|
I-28-A
through I-47-A
|
|
|
29
|
I-29-A
through I-47-A
|
|
|
30
|
I-30-A
through I-47-A
|
|
|
31
|
I-31-A
through I-47-A
|
|
|
32
|
I-32-A
through I-47-A
|
55
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
|
33
|
I-33-A
through I-47-A
|
|
|
34
|
I-34-A
through I-47-A
|
|
|
35
|
I-35-A
through I-47-A
|
|
|
36
|
I-36-A
through I-47-A
|
|
|
37
|
I-37-A
through I-47-A
|
|
|
38
|
I-38-A
through I-47-A
|
|
|
39
|
I-39-A
through I-47-A
|
|
|
40
|
I-40-A
through I-47-A
|
|
|
41
|
I-41-A
through I-47-A
|
|
|
42
|
I-42-A
through I-47-A
|
|
|
43
|
I-43-A
through I-47-A
|
|
|
44
|
I-44-A
through I-47-A
|
|
|
45
|
I-45-A
through I-47-A
|
|
|
46
|
I-46-A
through I-47-A
|
|
|
47
|
I-47-A
|
|
|
Thereafter
|
$0.00
|
With
respect to the Class SWAP-IO Interest and any Distribution Date, an amount
equal
to the Uncertificated Notional Amount of REMIC 2 Regular Interest
LT2IO.
With
respect to the REMIC 1 Regular Interest I-CE-2, REMIC 2 Regular Interest LT2CE2
and Class CE-2 REMIC 3 Regular Interest, the sum of the aggregate principal
balances of the Mortgage Loans serviced by Xxxxxx Loan Servicing LP pursuant
to
the terms of this Agreement for such Distribution Date.
Uncertificated
Principal Balance:
The
principal amount of any REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance
of
each REMIC Regular Interest shall equal the amount set forth in the Preliminary
Statement hereto as its initial uncertificated principal balance. On each
Distribution Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall be reduced by all distributions of principal made on such REMIC
Regular Interest on such Distribution Date pursuant to Section 4.08 and, if
and
to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.08(b) and shall
be
increased by all Subsequent Recoveries allocated to such REMIC Regular Interest
on such Distribution Date pursuant to Section 4.08. The Uncertificated Principal
Balance of REMIC 2 Regular Interest LT2ZZ shall be increased by interest
deferrals as provided in Section 4.08(a)(i). The Uncertificated Principal
Balance of each REMIC 2 Regular Interest shall never be less than
zero.
Uncertificated
REMIC 1 Pass-Through Rate:
With
respect to REMIC 1 Regular Interest I, a per annum rate equal to the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans. With respect
to each REMIC 1 Regular Interest ending with the designation “A”, a per annum
rate equal to the weighted average of the Net Mortgage Interest Rates of the
Mortgage Loans multiplied by 2, subject to a maximum rate of the Fixed Payer
Rate multiplied by 2. With respect to each REMIC 1 Regular Interest ending
with
the designation “B”, a per annum rate equal to the excess, if any, of (i) 2
multiplied by the weighted average of the Net Mortgage Interest Rates of the
Mortgage Loans over (ii) the Fixed Payer Rate multiplied by 2 (or 0.00% if
there
is no such excess). With respect to the REMIC 1 Regular Interest I-CE-2, a
weighted average per annum rate, determined on a Mortgage Loan by Mortgage
Loan
basis (and solely with respect to the Mortgage Loans serviced by Xxxxxx Loan
Servicing LP pursuant to the terms of this Agreement), equal to the excess,
if
any, of (i) the excess of (a) the Mortgage Interest Rate for each such Mortgage
Loan over (b) the sum of the (x) Servicing Fee Rate and (y) Trustee Fee Rate,
over (ii) the Net Mortgage Interest Rate of each such Mortgage
Loan.
56
Uncertificated
REMIC 2 Pass-Through Rate:
With
respect to REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest LT2A1,
REMIC
2 Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular
Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3,
REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular
Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8,
REMIC 2 Regular Interest LT2M9, REMIC 2 Regular Interest LT2B1, REMIC 2 Regular
Interest LT2P and REMIC 2 Regular Interest LT2ZZ, a per annum rate (but not
less
than zero) equal to the weighted average of: (x) with respect to REMIC 1 Regular
Interest I and each REMIC 1 Regular Interest ending with the designation “B”,
the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
REMIC 1 Regular Interests, weighted on the basis of the Uncertificated Principal
Balances of such REMIC 1 Regular Interests for each such Distribution Date
and
(y) with respect to REMIC 1 Regular Interests ending with the designation “A”,
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC 1 Regular Interest listed below, weighted
on
the basis of the Uncertificated Principal Balances of each such REMIC 1 Regular
Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
|
1
|
I-1-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
2
|
I-2-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
3
|
I-3-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
4
|
I-4-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
5
|
I-5-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
6
|
I-6-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
7
|
I-7-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
8
|
I-8-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
57
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
9
|
I-9-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
10
|
I-10-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
11
|
I-11-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
12
|
I-12-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
13
|
I-13-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
Uncertificated
REMIC 1 Pass-Through Rate
|
||||
|
14
|
I-14-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
15
|
I-15-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
16
|
I-16-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
17
|
I-17-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
18
|
I-18-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
19
|
I-19-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
20
|
I-20-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
21
|
I-21-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
58
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
|
22
|
I-22-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
23
|
I-23-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
24
|
I-24-A
through I-47-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||