POOLING AND SERVICING AGREEMENT among BAYVIEW FINANCIAL SECURITIES COMPANY, LLC, as Depositor
EXECUTION
among
BAYVIEW
FINANCIAL SECURITIES COMPANY, LLC,
as
Depositor
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer
and
U.S.
BANK
NATIONAL ASSOCIATION,
not
in
its individual capacity, but solely as Trustee
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2007-A
Dated
as
of April 1, 2007
TABLE
OF
CONTENTS
Page
|
ARTICLE
I DEFINITIONS
|
17
|
|
Section
1.01. Certain Defined Terms.
|
17
|
|
Section
1.02. Provisions of General Application.
|
61
|
|
ARTICLE
II TRANSFER OF ASSETS
|
62
|
|
Section
2.01. Conveyance of Mortgage Loans.
|
62
|
|
Section
2.02. Acceptance and Acknowledgement by Trustee.
|
65
|
|
Section
2.03. Repurchase or Substitution of Mortgage Loans by the Seller
or the
Depositor.
|
67
|
|
Section
2.04. Grant of Security Interest; Intended
Characterization.
|
71
|
|
Section
2.05. Transmission of Mortgage Files.
|
72
|
|
Section
2.06. REMIC Matters.
|
73
|
|
ARTICLE
III REPRESENTATIONS, WARRANTIES AND COVENANTS
|
75
|
|
Section
3.01. Representations and Warranties of the Master
Servicer.
|
75
|
|
Section
3.02. Representations and Warranties of the Depositor.
|
77
|
|
Section
3.03. Representations and Warranties of the Depositor with respect
to the
Mortgage Notes.
|
78
|
|
ARTICLE
IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS
|
79
|
|
Section
4.01. Duties of the Master Servicer.
|
79
|
|
Section
4.02. Monitoring of Servicers’ Performance.
|
80
|
|
Section
4.03. Master Servicer Fidelity Bond and Master Servicer Errors
and
Omissions Insurance Policy.
|
81
|
|
Section
4.04. Master Servicer’s Financial Statements and Related
Information.
|
81
|
|
Section
4.05. Power to Act; Procedures.
|
81
|
|
Section
4.06. Servicing Agreements; Enforcement of Servicers’
Obligations.
|
82
|
|
Section
4.07. Collection Account.
|
83
|
|
Section
4.08. Application of Funds in the Collection Account.
|
84
|
|
Section
4.09. Determination of LIBOR.
|
86
|
|
Section
4.10. Termination of Servicing Agreements; Successor
Servicers.
|
86
|
|
Section
4.11. Master Servicer Liable for Enforcement.
|
87
|
|
Section
4.12. No Contractual Relationship Between Servicers and Master
Servicer or
Depositor.
|
87
|
|
Section
4.13. Assumption by Trustee.
|
87
|
|
Section
4.14. “Due-on-Sale” Clauses; “Due-on-Encumbrance” Clauses, Assumption
Agreements; Release of Collateral.
|
88
|
|
Section
4.15. Release of Mortgage Files.
|
90
|
|
Section
4.16. Documents, Records and Funds in Possession of Master Servicer
To Be
Held for Trustee.
|
90
|
i
|
Section
4.17. Removal of Master Servicer; Resignation of Master Servicer;
Term of
Servicing.
|
92
|
|
Section
4.18. Cross-Collateralized Mortgage Loans.
|
95
|
|
Section
4.19. Standard Hazard and Flood Insurance Policies.
|
95
|
|
Section
4.20. Presentment of Claims and Collection of Proceeds.
|
96
|
|
Section
4.21. Maintenance of the Primary Mortgage Insurance
Policies.
|
96
|
|
Section
4.22. Trustee To Retain Possession of Certain Insurance Policies
and
Documents.
|
96
|
|
Section
4.23. Realization Upon Defaulted Mortgage Loans.
|
97
|
|
Section
4.24. Compensation to the Master Servicer.
|
97
|
|
Section
4.25. REO Property.
|
97
|
|
Section
4.26. Delinquency Advances and Servicing Advances.
|
98
|
|
Section
4.27. Master Servicer Reports.
|
99
|
|
Section
4.28. Annual Statements as to Compliance; Annual Assessments of
Compliance.
|
100
|
|
Section
4.29. Annual Independent Public Accountants’ Servicing Statements;
Financial Statements.
|
101
|
|
Section
4.30. Merger or Consolidation.
|
102
|
|
Section
4.31. Reports filed with the Commission.
|
102
|
|
Section
4.32. Assignment or Delegation of Duties by the Master
Servicer.
|
107
|
|
Section
4.33. Limitation on Liability of the Master Servicer and
Others.
|
108
|
|
Section
4.34. Transfer of Servicing.
|
108
|
|
Section
4.35. Master Servicer Exchange Act Reporting Requirements.
|
110
|
|
ARTICLE
V THE CERTIFICATES
|
110
|
|
Section
5.01. The Certificates.
|
110
|
|
Section
5.02. Certificate Register; Registration of Transfer and Exchange
of
Certificates.
|
111
|
|
Section
5.03. [Reserved]
|
116
|
|
Section
5.04. Mutilated, Destroyed, Lost or Stolen Certificates.
|
116
|
|
Section
5.05. Persons Deemed Owners.
|
117
|
|
Section
5.06. Access to List of Certificateholders’ Names and
Addresses.
|
117
|
|
Section
5.07. Maintenance of Office or Agency.
|
117
|
|
ARTICLE
VI DEPOSITS AND DISTRIBUTIONS
|
117
|
|
Section
6.01. Rights of the Holders.
|
117
|
|
Section
6.02. Establishment of Trust Accounts.
|
117
|
|
Section
6.03. Investment of Amounts.
|
122
|
|
Section
6.04. Collections.
|
122
|
|
Section
6.05. Flow of Funds.
|
123
|
|
Section
6.06. Disbursement of Funds.
|
134
|
|
Section
6.07. Allocation of Losses.
|
135
|
|
Section
6.08. Reports to Certificateholders.
|
135
|
|
Section
6.09. Presentation of Certificates.
|
138
|
|
Section
6.10. Compensating Interest.
|
138
|
ii
|
Section
6.11. Certain Provisions With Respect to the Cap
Agreement.
|
138
|
|
Section
6.12. The Reserve Fund.
|
139
|
|
Section
6.13. Substitution of Cap Providers.
|
140
|
|
Section
6.14. Supplemental Interest Trust.
|
141
|
|
Section
6.15. Rights of Swap Counterparty.
|
143
|
|
Section
6.16. Swap Termination Receipts.
|
143
|
|
ARTICLE
VII REMEDIES
|
144
|
|
Section
7.01. Limitation on Suits.
|
144
|
|
Section
7.02. Restoration of Rights and Remedies.
|
145
|
|
Section
7.03. Rights and Remedies Cumulative.
|
145
|
|
Section
7.04. Delay or Omission Not Waiver.
|
145
|
|
Section
7.05. Control by Certificateholders.
|
146
|
|
Section
7.06. Waiver of Past Defaults.
|
146
|
|
Section
7.07. Undertaking for Costs.
|
146
|
|
Section
7.08. Waiver of Stay or Extension Laws.
|
147
|
|
ARTICLE
VIII LIMITATION ON LIABILITY; INDEMNITIES
|
147
|
|
Section
8.01. Liabilities of Mortgagors.
|
147
|
|
Section
8.02. Liability of the Depositor.
|
147
|
|
Section
8.03. Relationship of Master Servicer.
|
147
|
|
Section
8.04. Indemnities of the Master Servicer.
|
148
|
|
ARTICLE
IX CONCERNING THE TRUSTEE
|
148
|
|
Section
9.01. Duties of Trustee.
|
148
|
|
Section
9.02. Certain Matters Affecting the Trustee.
|
150
|
|
Section
9.03. Trustee’s Disclaimer.
|
150
|
|
Section
9.04. Trustee May Own Certificates.
|
151
|
|
Section
9.05. Compensation and Indemnity.
|
151
|
|
Section
9.06. Replacement of Trustee.
|
151
|
|
Section
9.07. Successor Trustee by Merger.
|
152
|
|
Section
9.08. Appointment of Co-Trustee or Separate Trustee.
|
153
|
|
Section
9.09. Eligibility; Disqualification.
|
154
|
|
Section
9.10. Fees and Expenses.
|
154
|
|
Section
9.11. Representations and Warranties.
|
154
|
|
Section
9.12. Trustee Exchange Act Reporting Requirements.
|
155
|
|
ARTICLE
X MISCELLANEOUS
|
155
|
|
Section
10.01. Termination upon Liquidation or Purchase of all Mortgage
Loans.
|
155
|
|
Section
10.02. Optional Termination; Final Distribution on the
Certificates.
|
156
|
|
Section
10.03. Additional Termination Requirements.
|
158
|
|
Section
10.04. Beneficiaries.
|
158
|
|
Section
10.05. Amendment.
|
158
|
|
Section
10.06. Notices.
|
160
|
iii
|
Section
10.07. Merger and Integration.
|
162
|
|
Section
10.08. Headings.
|
162
|
|
Section
10.09. [Reserved]
|
162
|
|
Section
10.10. Severability of Provisions.
|
162
|
|
Section
10.11. No Proceedings.
|
162
|
|
Section
10.12. Governing Law; Consent to Jurisdiction; Waiver of Jury
Trial.
|
163
|
|
Section
10.13. Counterparts.
|
163
|
|
Section
10.14. Taxes.
|
164
|
|
Section
10.15. [Reserved]
|
165
|
|
Section
10.16. Provision of Information.
|
165
|
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EXHIBITS
|
||||
|
Exhibit
A
|
Form
of Certificates
|
|||
|
Exhibit
B
|
Form
of Initial Certification
|
|||
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Exhibit
C
|
Form
of Interim Certification
|
|||
|
Exhibit
D
|
Form
of Final Certification
|
|||
|
Exhibit
E
|
Form
of Request for Release of Documents
|
|||
|
Exhibit
F
|
Class
A-IO Schedule
|
|||
|
Exhibit
G-1
|
Cap
Agreement
|
|||
|
Exhibit
G-2
|
Swap
Agreement
|
|||
|
Exhibit
H
|
List
of Servicing Agreements
|
|||
|
Exhibit
I
|
[Reserved]
|
|||
|
Exhibit
J
|
Non-Servicer
Obligated Mortgage Loans
|
|||
|
Exhibit
K
|
Form
of Investment Letter for Qualified Institutional Buyers
|
|||
|
Exhibit
L
|
Form
of ERISA Transfer Affidavit
|
|||
|
Exhibit
M
|
Form
Certification to be Provided to Depositor by Master
Servicer
|
|||
|
Exhibit
N
|
Form
of Residual Transferor Affidavit
|
|||
|
Exhibit
O
|
Form
of Residual Transferee Affidavit
|
|||
|
Exhibit
P-1
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|||
|
Exhibit
P-2
|
Additional
Form 8-K Disclosure
|
|||
|
Exhibit
P-3
|
Additional
Form 10-D Disclosure
|
|||
|
Exhibit
P-4
|
Additional
Form 10-K Disclosure
|
|||
|
Exhibit
P-5
|
Additional
Disclosure Notification
|
|||
|
SCHEDULES
|
||||
|
Schedule
I
|
Mortgage
Loan Schedule (by Mortgage Pool)
|
|||
|
Schedule
I-A
|
Simple
Interest Mortgage Loans
|
|||
|
Schedule
I-B
|
Prepayment
Premium Conveyed Mortgage Loans
|
|||
|
Schedule
I-C
|
Non-Monthly
Mortgage Loans
|
|||
|
Schedule
I-D
|
Convertible
Mortgage Loans
|
|||
|
Schedule
I-E
|
Holdback
Mortgage Loans
|
|||
|
Schedule
I-F
|
[Reserved]
|
|||
iv
|
Schedule
I-G
|
Stripped
Mortgage Loans
|
|
Schedule
I-H
|
60+
Delinquent Mortgage Loans
|
|
Schedule
I-I
|
Foreclosure
Restricted Loans
|
|
Schedule
II-A
|
2003-G
Re-sold Mortgage Loans
|
|
Schedule
II-B
|
2004-B
Re-sold Mortgage Loans
|
|
Schedule
II-C
|
2005-A
Re-sold Mortgage Loans
|
|
Schedule
II-D
|
2005-E
Re-sold Mortgage Loans
|
v
POOLING
AND SERVICING AGREEMENT, dated as of April 1, 2007 (this “Agreement” or “Pooling
and Servicing Agreement”), among Bayview Financial Securities Company, LLC, a
Delaware limited liability company, as depositor (“BFSC” or the “Depositor”),
Xxxxx Fargo Bank, N.A., a national banking association, its successors and
permitted assigns, as master servicer (the “Master Servicer”) and U.S. Bank
National Association, a national banking association, its successors and
permitted assigns, not in its individual capacity, but solely as trustee (the
“Trustee”).
WITNESSETH:
WHEREAS,
Bayview Financial, L.P., a Delaware limited partnership (the “Seller”), has
conveyed the Mortgage Loans to the Depositor pursuant to (except in the case
of
the Re-sold Mortgage Loans) the Purchase Agreement;
WHEREAS,
the Depositor will transfer such Mortgage Loans to the Trustee pursuant to
this
Agreement;
WHEREAS,
the 2003-G Revolving Trust will convey the 2003-G Re-sold Mortgage Loans and
assign its rights under the 2003-G Revolving Purchase Agreement relating to
such
Re-sold Mortgage Loans to Bayview Financial Property Trust II (“BFPT II”)
pursuant to the 2003-G Revolving Assignment Agreement, BFPT II will convey
the
2003-G Re-sold Mortgage Loans to the Depositor pursuant to the BFPT II
Assignment Agreement, and the Depositor will transfer the 2003-G Re-sold
Mortgage Loans to the Trustee pursuant to this Agreement;
WHEREAS,
the 2004-B Revolving Trust will convey the 2004-B Re-sold Mortgage Loans and
assign its rights under the 2004-B Revolving Purchase Agreement relating to
such
Re-sold Mortgage Loans to BFPT II pursuant to the 2004-B Revolving Assignment
Agreement, BFPT II will convey the 2004-B Re-sold Mortgage Loans to the
Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will
transfer the 2004-B Re-sold Mortgage Loans to the Trustee pursuant to this
Agreement;
WHEREAS,
the 2005-A Revolving Trust will convey the 2005-A Re-sold Mortgage Loans and
assign its rights under the 2005-A Revolving Purchase Agreement relating to
such
Re-sold Mortgage Loans to BFPT II pursuant to the 2005-A Revolving Assignment
Agreement, BFPT II will convey the 2005-A Re-sold Mortgage Loans to the
Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will
transfer the 2005-A Re-sold Mortgage Loans to the Trustee pursuant to this
Agreement;
WHEREAS,
the 2005-E Revolving Trust will convey the 2005-E Re-sold Mortgage Loans and
assign its rights under the 2005-E Revolving Purchase Agreement relating to
such
Re-sold Mortgage Loans to BFPT II pursuant to the 2005-E Revolving Assignment
Agreement, BFPT II will convey the 2005-E Re-sold Mortgage Loans to the
Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will
transfer the 2005-E Re-sold Mortgage Loans to the Trustee pursuant to this
Agreement;
WHEREAS,
the Master Servicer is willing to act as the Master Servicer hereunder to
supervise the servicing of the Mortgage Loans, as provided herein, on behalf
of
the Trustee.
NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. As provided herein, the Trustee shall elect
that
the Trust Fund (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund,
(iii)
the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid
Basis Risk Shortfalls, (iv) the right to receive and the obligation to pay
AFC
Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO
Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest
Trust Account, (viii) the Supplemental Interest Trust and (ix) any Additional
Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal
income tax purposes as comprising four real estate mortgage investment conduits
under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,”
“REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Upper
Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections.
Each
Certificate, other than the Class RL and Class R Certificates, represents
ownership of a regular interest in the Upper Tier REMIC for purposes of the
REMIC Provisions. In addition, each Certificate, other than the Class RL and
Class R Certificates, the Interest-Only Certificates and the Class X and Class
P
Certificates, represents (i) the right to receive payments with respect to
any
Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to
receive and the obligation to pay AFC Shortfalls. The Class R Certificates
represent ownership of the sole Class of residual interest in each of REMIC
2,
REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The
Class
RL Certificates represent ownership of the sole class of residual interest
in
REMIC 1.
The
Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC
3, other than the R-3 Interest, and each such Interest is hereby designated
as a
regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall
hold as its assets the uncertificated Interests in REMIC 2, other than the
R-2
Interest, and each such Interest is hereby designated as a regular interest
in
REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets
the uncertificated Interests in REMIC 1, other than the R-1 Interest, and each
such Interest is hereby designated as a regular interest in REMIC 1 for purposes
of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the
Trust Fund other than the Interests in REMIC 1, REMIC 2 and REMIC 3 and the
Excluded Trust Assets.
The
startup day for each REMIC created hereby for purposes of the REMIC Provisions
is the Closing Date. In addition, for purposes of the REMIC Provisions, the
latest possible maturity date for each regular interest in each REMIC created
hereby is the Latest Possible Maturity Date.
2
REMIC
1:
The
following table sets forth the designations, principal balances, and interest
rates for each interest in REMIC 1, each of which (other than the R-1 Interest)
is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular
Interests”):
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
||
|
T1-Pool-1
|
(1)
|
(1)
|
||
|
T1-A
|
(2)
|
(3)
|
||
|
T1-F
|
$50,000,000.00
|
(4)
|
||
|
T1-V
|
$50,000,000.00
|
(5)
|
||
|
R-1
|
(6)
|
(6)
|
|
(1)
|
This
REMIC 1 Regular Interest shall have an initial principal balance
equal to
the aggregate principal balance of the Mortgage Loans in Pool 1.
The
interest rate for this Lower Tier Interest for each Distribution
Date (and
the related Accrual Period) is a per annum rate equal to the weighted
average of the Net Mortgage Rates of the Mortgage Loans in Pool 1
as of
the first day of the related Due Period for such Distribution Date,
minus
the product of (i) 12, (ii) the amount paid from the Trust Fund during
the
related Accrual Period to the extent such amounts were paid for ordinary
or routine expenses (not including any expenses relating to the Swap
Agreement) and were not taken into account in computing the Net Mortgage
Rate of any Mortgage Loan and (iii) a fraction, the numerator of
which is
the aggregate principal balance, as of the beginning of the related
Accrual Period, of the Mortgage Loans in Pool 1 and the denominator
of
which is the aggregate principal balance, as of the beginning of
the
related Accrual Period, of all the Mortgage
Loans.
|
|
(2)
|
This
REMIC 1 Regular Interest shall have an initial principal balance
equal to
the excess of the aggregate principal balance of the Mortgage Loans
in
Pool 2 as of the Cut-off Date over the sum of the initial principal
balances of the Class T1-F and Class T1-V
interests.
|
|
(3)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for the T1-A Interest is a per annum rate equal to the Pool 2 Net
WAC,
minus
the product of (i) 12, (ii) the amount paid from the Trust Fund during
the
related Accrual Period to the extent such amounts were paid for ordinary
or routine expenses (not including any expenses relating to the Swap
Agreement) and were not taken into account in computing the Net Mortgage
Rate of any Mortgage Loan and (iii) a fraction, the numerator of
which is
the aggregate principal balance, as of the beginning of the related
Accrual Period, of the Mortgage Loans in Pool 2 and the denominator
of
which is the aggregate principal balance, as of the beginning of
the
related Accrual Period, of all the Mortgage Loans (the “Pool 2 REMIC
WAC”).
|
|
(4)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for this REMIC 1 Regular Interest shall be the lesser
of
(i) 9.993%
and (ii) the product of (a) the Pool 2 REMIC WAC and (b) 2.
|
|
(5)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for this REMIC 1 Regular Interest shall be the excess, if any, of
(i) the
product of (a) the Pool 2 REMIC WAC and (b) 2, over (ii)
9.993%.
|
|
(6)
|
The
R-1 Interest shall not have a principal amount and shall not bear
interest. The R-1 Interest is hereby designated as the sole class
of
residual interest in REMIC 1. The Class RL Certificates shall represent
ownership of the R-1 Interest.
|
3
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
REMIC 1 all expenses of the Trust for such Distribution Date other than any
expenses relating to the Swap Agreement.
On
each
Distribution Date, interest distributable in respect of the Mortgage Loans
for
such Distribution Date shall be distributed to the Interests in REMIC 1 at
the
rates shown above.
On
each
Distribution Date, all Realized Losses and all payments of principal in respect
of the Mortgage Loans in Pool 1 shall be allocated to the Class T1-Pool-1
Interest until the principal balance of such Interest is reduced to
zero.
On
each
Distribution Date, all Realized Losses and all payments of principal in respect
of the Mortgage Loans in Pool 2 shall be allocated to the Class T1-A Interest
until the principal balance of such Interest is reduced to zero, and then to
the
Class T1-F and Class T1-V Interests, in equal amounts to each such Class, until
the principal balance of each such Interest is reduced to zero.
On
each
Distribution Date, all prepayment premiums or penalties or yield maintenance
payments received with respect to Pool 1 during the related Prepayment Period
(to the extent payable to the Class P Certificates) shall be distributed to
the
T1-Pool-1 Interest. On each Distribution Date, all prepayment premiums or
penalties or yield maintenance payments received with respect to Pool 2 during
the related Prepayment Period (to the extent payable to the Class P
Certificates) shall be distributed to the T1-F Interest.
REMIC
2:
The
following table sets forth the designations, principal balances, and interest
rates for each interest in REMIC 2, each of which (other than the R-2 Interest)
is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular
Interests”):
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
||
|
T2-1A-IO-1
|
$
1,553,716.08
|
(1)
|
||
|
T2-2A-IO-1
|
$
1,475,280.75
|
(1)
|
||
|
T2-3A-IO-1
|
$
1,401,088.43
|
(1)
|
||
|
T2-4A-IO-1
|
$
1,330,462.24
|
(1)
|
||
|
T2-5A-IO-1
|
$
1,263,395.50
|
(1)
|
||
|
T2-6A-IO-1
|
$
1,200,011.55
|
(1)
|
||
|
T2-7A-IO-1
|
$
1,140,305.20
|
(1)
|
||
|
T2-8A-IO-1
|
$
1,082,784.27
|
(1)
|
||
|
T2-9A-IO-1
|
$
1,028,183.48
|
(1)
|
||
|
T2-10A-IO-1
|
$
976,378.92
|
(1)
|
||
|
T2-11A-IO-1
|
$
927,175.73
|
(1)
|
||
|
T2-12A-IO-1
|
$
880,426.98
|
(1)
|
||
|
T2-13A-IO-1
|
$
943,738.99
|
(1)
|
||
|
T2-14A-IO-1
|
$
1,104,307.39
|
(1)
|
4
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
||
|
T2-15A-IO-1
|
$
1,026,082.14
|
(1)
|
||
|
T2-16A-IO-1
|
$
953,388.72
|
(1)
|
||
|
T2-17A-IO-1
|
$
885,836.53
|
(1)
|
||
|
T2-18A-IO-1
|
$
823,062.42
|
(1)
|
||
|
T2-19A-IO-1
|
$
764,729.07
|
(1)
|
||
|
T2-20A-IO-1
|
$
710,522.73
|
(1)
|
||
|
T2-21A-IO-1
|
$
660,151.87
|
(1)
|
||
|
T2-22A-IO-1
|
$
613,345.53
|
(1)
|
||
|
T2-23A-IO-1
|
$
569,851.92
|
(1)
|
||
|
T2-24A-IO-1
|
$
529,436.90
|
(1)
|
||
|
T2-25A-IO-1
|
$
491,882.88
|
(1)
|
||
|
T2-26A-IO-1
|
$
456,987.70
|
(1)
|
||
|
T2-27A-IO-1
|
$
424,563.44
|
(1)
|
||
|
T2-28A-IO-1
|
$
394,435.38
|
(1)
|
||
|
T2-29A-IO-1
|
$
366,441.18
|
(1)
|
||
|
T2-30A-IO-1
|
$
4,784,397.78
|
(1)
|
||
|
T2-Pool-1
|
(2)
|
(1)
|
||
|
T2-IO-Swap
|
(3)
|
(3)
|
||
|
T2-1A-IO-2
|
$
7,283,661.60
|
(4)
|
||
|
T2-2A-IO-2
|
$
6,915,964.90
|
(4)
|
||
|
T2-3A-IO-2
|
$
9,203,865.80
|
(4)
|
||
|
T2-4A-IO-2
|
$
965,656.90
|
(4)
|
||
|
T2-5A-IO-2
|
$11,433,692.00
|
(4)
|
||
|
T2-6A-IO-2
|
$
9,698,896.05
|
(4)
|
||
|
T2-7A-IO-2
|
$
5,106,024.23
|
(4)
|
||
|
T2-8A-IO-2
|
$
3,159,104.01
|
(4)
|
||
|
T2-9A-IO-2
|
$
4,820,018.66
|
(4)
|
||
|
T2-10A-IO-2
|
$
4,337,554.64
|
(4)
|
||
|
T2-11A-IO-2
|
$
3,388,065.92
|
(4)
|
||
|
T2-12A-IO-2
|
$
533,205.82
|
(4)
|
||
|
T2-13A-IO-2
|
$
3,918,940.37
|
(4)
|
||
|
T2-14A-IO-2
|
$
3,721,251.37
|
(4)
|
||
|
T2-15A-IO-2
|
$
3,533,949.44
|
(4)
|
||
|
T2-16A-IO-2
|
$
1,678,164.29
|
(4)
|
||
|
T2-17A-IO-2
|
$
4,863,269.88
|
(4)
|
||
|
T2-18A-IO-2
|
$
3,025,323.82
|
(4)
|
||
|
T2-19A-IO-2
|
$
2,872,434.81
|
(4)
|
||
|
T2-20A-IO-2
|
$
1,050,051.43
|
(4)
|
||
|
T2-21A-IO-2
|
$
4,725,685.27
|
(4)
|
||
|
T2-22A-IO-2
|
$
2,917,869.36
|
(4)
|
||
|
T2-23A-IO-2
|
$
3,068,736.85
|
(4)
|
||
|
T2-24A-IO-2
|
$
3,317,505.85
|
(4)
|
||
|
T2-25A-IO-2
|
$
3,205,716.56
|
(4)
|
||
|
T2-26A-IO-2
|
$
2,994,122.96
|
(4)
|
||
|
T2-27A-IO-2
|
$
1,981,424.17
|
(4)
|
||
|
T2-28A-IO-2
|
$
3,034,365.29
|
(4)
|
||
|
T2-29A-IO-2
|
$
1,669,910.16
|
(4)
|
||
|
T2-30A-IO-2
|
$25,786,412.19
|
(4)
|
||
|
T2-Pool-2
|
(5)
|
(4)
|
||
|
R-2
|
(6)
|
(6)
|
5
(1) The
interest rate for this REMIC 2 Regular Interest for each Distribution Date
(and
the related Accrual Period) is equal to the interest rate on the T1-Pool-1
Interest in REMIC 1.
(2) This
interest shall have an initial principal balance equal to the excess of (a)
the
aggregate Principal Balance of each Mortgage Loan in Pool 1 as of the Cut-off
Date over (b) the sum of the initial principal balances of the interests
in
REMIC 2 containing the letters “A-IO-1” in their class
designations.
(3) The
T2-IO-Swap Interest is an interest only class that does not have a principal
balance. For each Distribution Date commencing in May 2007 through the
Distribution Date in April 2011, the T2-IO-Swap Interest shall be entitled
to
interest accrued on the T1-F Interest at a per annum rate equal to the excess,
if any, of (i) the interest rate for the T1-F Interest for such Distribution
Date over (ii) Swap LIBOR for such Distribution Date.
(4) For
any
Distribution Date (and the related Accrual Period) the interest rate for
each of
these REMIC 2 Regular Interest is a per annum rate equal to the weighted
average
of the interest rates on the T1-A, T1-F and T1-V Interests for such Distribution
Date, provided,
however, that
(i)
for any Distribution Date on which the T2-IO-Swap Interest is entitled to
a
portion of the interest accruals on the T1-F Interest, as described in footnote
three above, such weighted average shall be computed by first subjecting
the
rate on such REMIC 1 Regular Interest to a cap equal to Swap LIBOR for such
Distribution Date.
(5) This
Interest shall have an initial principal balance equal to the excess of (a)
the
aggregate Principal Balance of each Mortgage Loan in Pool 2 as of the Cut-off
Date over (b) the sum of the initial principal balances of the Interests
in
REMIC 2 containing the letters “A-IO-2” in their class
designations.
(6) The
R-2
Interest shall not have a principal amount and shall not bear interest. The
R-2
interest is hereby designated as the sole class of residual interest in REMIC
2.
On
each
Distribution Date, interest distributable in respect of the REMIC 1 Interests
for such Distribution Date shall be distributed to the Interests in REMIC 2
at
the rates shown above.
On
each
Distribution Date, all Realized Losses and all payments of principal in respect
of the Mortgage Loans in Pool 1 shall be allocated to the T2-Pool-1 Interest
until the principal balance of such Interest is reduced to zero, and then to
the
Interests having the letters “A-IO-1” in their Class designation in descending
order of their numerical designation until the principal balance of each such
Interest is reduced to zero.
On
each
Distribution Date, all Realized Losses and all payments of principal in respect
of the Mortgage Loans in Pool 2 shall be allocated to the T2-Pool-2 Interest
until the principal balance of such Interest is reduced to zero, and then to
the
Interests having the letters “A-IO-2” in their Class designation in descending
order of their numerical designation until the principal balance of each such
Interest is reduced to zero.
6
On
each
Distribution Date, all prepayment premiums or penalties or yield maintenance
payments received with respect to Pool 1 during the related Prepayment Period
(to the extent payable to the Class P Certificates) shall be distributed to
the
T2-30A-IO-1 Interest. On each Distribution Date, all prepayment premiums or
penalties or yield maintenance payments received with respect to Pool 2 during
the related Prepayment Period (to the extent payable to the Class P
Certificates) shall be distributed to the T2-30A-IO-2 Interest.
REMIC
3:
The
following table sets forth the designations, principal balances, and interest
rates for each interest in REMIC 3, each of which (other than the R-3 Interest)
is hereby designated as a regular interest in REMIC 3 (the “REMIC 3 Regular
Interests”):
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Class of
Certificates
or Component
|
|
T3-1-A1
|
¼
Corresponding Class balance
|
(1)
|
1-A1
|
|
T3-1-A2
|
¼
Corresponding Class balance
|
(1)
|
1-A2
|
|
T3-1-A3
|
¼
Corresponding Class balance
|
(1)
|
1-A3
|
|
T3-1-A4
|
¼
Corresponding Class balance
|
(1)
|
1-A4
|
|
T3-1-A5
|
¼
Corresponding Class balance
|
(1)
|
1-A5
|
|
T3-2-A
|
¼
Corresponding Class balance
|
(3)
|
2-A
|
|
T3-M-1
|
¼
Corresponding Class balance
|
(5)
|
M-1
|
|
T3-M-2
|
¼
Corresponding Class balance
|
(5)
|
M-2
|
|
T3-M-3
|
¼
Corresponding Class balance
|
(5)
|
M-3
|
|
T3-M-4
|
¼
Corresponding Class balance
|
(5)
|
M-4
|
|
T3-B-1
|
¼
Corresponding Class balance
|
(5)
|
B-1
|
|
T3-B-2
|
¼
Corresponding Class balance
|
(5)
|
B-2
|
|
T3-B-3
|
¼
Corresponding Class balance
|
(5)
|
B-3
|
|
T3-PSA-1
|
(8)
|
(1)
|
N/A
|
|
T3-Pool-1
|
(9)
|
(1)
|
N/A
|
|
T3-PSA-2
|
(10)
|
(3)
|
N/A
|
|
T3-Pool-2
|
(11)
|
(3)
|
N/A
|
|
T3-Q
|
(12)
|
(5)
|
X
|
|
T3-1A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-2A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-3A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-4A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-5A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-6A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-7A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-8A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-9A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-10A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-11A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-12A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-13A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
7
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Class of
Certificates
or Component
|
|
T3-14A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-15A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-16A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-17A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-18A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-19A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-20A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-21A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-22A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-23A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-24A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-25A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-26A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-27A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-28A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-29A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-30A-IO-1
|
(2)
|
(2)
|
A-IO(1)
|
|
T3-1A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-2A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-3A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-4A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-5A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-6A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-7A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-8A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-9A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-10A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-11A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-12A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-13A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-14A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-15A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-16A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-17A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-18A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-19A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-20A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-21A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-22A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-23A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-24A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-25A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-26A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
8
|
Class
Designation
|
Initial
Principal Balance
|
Interest
Rate
|
Corresponding
Class of
Certificates
or Component
|
|
T3-27A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-28A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-29A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-30A-IO-2
|
(4)
|
(4)
|
A-IO(2)
|
|
T3-IO-Swap
|
(6)
|
(6)
|
N/A
|
|
R-3
|
(7)
|
(7)
|
R
|
(1)
This
interest rate with respect to any Distribution Date (and the related Accrual
Period) for each of these REMIC 3 Regular Interests is a per annum rate equal
to
the greater of (i) 0.00% and (ii) the weighted average of the interest
rates on each REMIC 2 Interest having an “A-IO-1” in its designation and the
T2-Pool-1 Interest, computed after reducing the rate payable on each such REMIC
2 Interest having an “A-IO-1” in its Class designation by the Class A-IO(1)
Component Interest Rate for such Distribution Date, for any Distribution Date
on
which interest is payable on its Corresponding REMIC 3 A-IO-1 Interest (as
described in footnote (2) below).
(2)
Each
of
these REMIC 3 Interests is an interest-only Interest and does not have a
principal balance. For each Distribution Date on the chart below, the REMIC
3
Interest corresponding to such Distribution Date shall be entitled to interest
payable on the REMIC 2 Interest corresponding to such Distribution Date at
a
rate equal to the lesser
of (i)
the applicable “A-IO(1) Component Interest Rate” for such date set forth on
Exhibit F hereto and (ii) the interest rate of the REMIC 2 Interest
corresponding to such distribution date. Each such REMIC 3 Interest shall be
entitled to payments only for the Distribution Date to which it corresponds
on
the chart below.
|
Distribution
Date
occurring
in
|
|
Corresponding
REMIC 3 Interest
|
|
Corresponding
REMIC 2 Interest
|
|
May
2007
|
|
T3-1A-IO-1
|
|
T2-1A-IO-1
|
|
June
2007
|
|
T3-2A-IO-1
|
|
T2-2A-IO-1
|
|
July
2007
|
|
T3-3A-IO-1
|
|
T2-3A-IO-1
|
|
August
2007
|
|
T3-4A-IO-1
|
|
T2-4A-IO-1
|
|
September
2007
|
|
T3-5A-IO-1
|
|
T2-5A-IO-1
|
|
October
2007
|
|
T3-6A-IO-1
|
|
T2-6A-IO-1
|
|
November
2007
|
|
T3-7A-IO-1
|
|
T2-7A-IO-1
|
|
December
2007
|
|
T3-8A-IO-1
|
|
T2-8A-IO-1
|
|
January
2008
|
|
T3-9A-IO-1
|
|
T2-9A-IO-1
|
|
February
2008
|
|
T3-10A-IO-1
|
|
T2-10A-IO-1
|
|
March
2008
|
|
T3-11A-IO-1
|
|
T2-11A-IO-1
|
|
April
2008
|
|
T3-12A-IO-1
|
|
T2-12A-IO-1
|
|
May
2008
|
|
T3-13A-IO-1
|
|
T2-13A-IO-1
|
|
June
2008
|
|
T3-14A-IO-1
|
|
T2-14A-IO-1
|
|
July
2008
|
|
T3-15A-IO-1
|
|
T2-15A-IO-1
|
|
August
2008
|
|
T3-16A-IO-1
|
|
T2-16A-IO-1
|
|
September
2008
|
|
T3-17A-IO-1
|
|
T2-17A-IO-1
|
|
October
2008
|
|
T3-18A-IO-1
|
|
T2-18A-IO-1
|
|
November
2008
|
|
T3-19A-IO-1
|
|
T2-19A-IO-1
|
|
December
2008
|
|
T3-20A-IO-1
|
|
T2-20A-IO-1
|
|
January
2009
|
|
T3-21A-IO-1
|
|
T2-21A-IO-1
|
|
February
2009
|
|
T3-22A-IO-1
|
|
T2-22A-IO-1
|
|
March
2009
|
|
T3-23A-IO-1
|
|
T2-23A-IO-1
|
|
April
2009
|
|
T3-24A-IO-1
|
|
T2-24A-IO-1
|
|
May
2009
|
|
T3-25A-IO-1
|
|
T2-25A-IO-1
|
|
June
2009
|
|
T3-26A-IO-1
|
|
T2-26A-IO-1
|
|
July
2009
|
|
T3-27A-IO-1
|
|
T2-27A-IO-1
|
|
August
2009
|
|
T3-28A-IO-1
|
|
T2-28A-IO-1
|
|
September
2009
|
|
T3-29A-IO-1
|
|
T2-29A-IO-1
|
|
October
2009
|
|
T3-30A-IO-1
|
|
T2-30A-IO-1
|
9
(3)
This
interest rate with respect to any Distribution Date (and the related Accrual
Period) for each of these REMIC 3 Regular Interests is a per annum rate equal
to
the greater of (i) 0.00% and (ii) the weighted average of the interest
rates on each REMIC 2 Interest having an “A-IO-2” in its designation and
T2-Pool-2 Interest, computed after reducing the rate payable on each such REMIC
2 Interest having an “A-IO-2” in its Class designation by the Class A-IO(2)
Component Interest Rate for such Distribution Date, for any Distribution Date
on
which interest is payable on its Corresponding REMIC 3 A-IO-2 Interest (as
described in footnote (4) below).
(4)
Each
of
these REMIC 3 Interests is an interest-only Interest and does not have a
principal balance. For each Distribution Date on the chart below, the REMIC
3
Interest corresponding to such Distribution Date shall be entitled to interest
payable on the REMIC 2 Interest corresponding to such Distribution Date at
a
rate equal to the lesser
of (i)
the applicable “A-IO(2) Component Interest Rate” for such date set forth on
Exhibit F hereto and (ii) the interest rate of the REMIC 2 Interest
corresponding to such distribution date. Each such REMIC 3 Interest shall be
entitled to payments only for the Distribution Date to which it corresponds
on
the chart below.
|
Distribution
Date
occurring
in
|
Corresponding
REMIC 3
Interest
|
Corresponding
REMIC 2
Interest
|
||
|
May
2007
|
T3-1A-IO-2
|
T2-1A-IO-2
|
||
|
June
2007
|
T3-2A-IO-2
|
T2-2A-IO-2
|
||
|
July
2007
|
T3-3A-IO-2
|
T2-3A-IO-2
|
||
|
August
2007
|
T3-4A-IO-2
|
T2-4A-IO-2
|
||
|
September
2007
|
T3-5A-IO-2
|
T2-5A-IO-2
|
||
|
October
2007
|
T3-6A-IO-2
|
T2-6A-IO-2
|
||
|
November
2007
|
T3-7A-IO-2
|
T2-7A-IO-2
|
||
|
December
2007
|
T3-8A-IO-2
|
T2-8A-IO-2
|
||
|
January
2008
|
T3-9A-IO-2
|
T2-9A-IO-2
|
||
|
February
2008
|
T3-10A-IO-2
|
T2-10A-IO-2
|
||
|
March
2008
|
T3-11A-IO-2
|
T2-11A-IO-2
|
||
|
April
2008
|
T3-12A-IO-2
|
T2-12A-IO-2
|
||
|
May
2008
|
T3-13A-IO-2
|
T2-13A-IO-2
|
||
|
June
2008
|
T3-14A-IO-2
|
T2-14A-IO-2
|
||
|
July
2008
|
T3-15A-IO-2
|
T2-15A-IO-2
|
||
|
August
2008
|
T3-16A-IO-2
|
T2-16A-IO-2
|
||
|
September
2008
|
T3-17A-IO-2
|
T2-17A-IO-2
|
||
|
October
2008
|
T3-18A-IO-2
|
T2-18A-IO-2
|
||
|
November
2008
|
T3-19A-IO-2
|
T2-19A-IO-2
|
||
|
December
2008
|
T3-20A-IO-2
|
T2-20A-IO-2
|
||
|
January
2009
|
T3-21A-IO-2
|
T2-21A-IO-2
|
||
|
February
2009
|
T3-22A-IO-2
|
T2-22A-IO-2
|
||
|
March
2009
|
T3-23A-IO-2
|
T2-23A-IO-2
|
||
|
April
2009
|
T3-24A-IO-2
|
T2-24A-IO-2
|
||
|
May
2009
|
T3-25A-IO-2
|
T2-25A-IO-2
|
||
|
June
2009
|
T3-26A-IO-2
|
T2-26A-IO-2
|
||
|
July
2009
|
T3-27A-IO-2
|
T2-27A-IO-2
|
||
|
August
2009
|
T3-28A-IO-2
|
T2-28A-IO-2
|
||
|
September
2009
|
T3-29A-IO-2
|
T2-29A-IO-2
|
||
|
October
2009
|
T3-30A-IO-2
|
T2-30A-IO-2
|
10
(5)
This
interest rate with respect to any Distribution Date (and the related Accrual
Period) for each of these REMIC 3 Regular Interests is a per annum rate equal
to
the greater of (i) 0.00% and (ii) the weighted average of the interest
rates on the each REMIC 2 Interest having an “A-IO” in its designation, the
T2-Pool-1 Interest and T2-Pool-2 Interest, computed after (a) reducing the
rate
payable on each such REMIC 2 Interest having an “A-IO-1” in its Class
designation by the Class A-IO(1) Component Interest Rate for such Distribution
Date and (b) reducing the rate payable on each such REMIC 2 Interest having
an
“A-IO-2” in its Class designation by the Class A-IO(2) Component Interest Rate
for such Distribution Date, for each Distribution Date on which interest is
payable on its Corresponding REMIC 3 A-IO Interest (as described in footnote
(2)
or (4) above).
(6)
The
T3-IO-Swap Interest shall not have a principal balance, but shall be entitled
to
receive, on each Distribution Date, 100% of the interest distributable on the
Class T2-IO-Swap Interest in REMIC 2.
(7)
The
R-3
Interest shall not have a principal amount and shall not bear interest. The
R-3
interest is hereby designated as the sole class of residual interest in REMIC
3.
(8)
This
interest shall have an initial principal amount equal to one percent of the
Pool
Subordinate Amount for Pool 1 as of the Cut-off Date.
(9)
This
interest shall have an initial principal amount equal to the excess of (i)
one
half of the sum of the outstanding principal balances of the Pool 1 Mortgage
Loans as of the Cut-off Date over (ii) the aggregate initial principal balance
of the T3-PSA-1 interest, the T3-1-A1 interest, the T3-1-A2 interest, the
T3-1-A3 interest, the T3-1-A4 interest and the T3-1-A5 interest.
(10)
This
interest shall have an initial principal amount equal to one percent of the
Pool
Subordinate Amount for Pool 2 as of the Cut-off Date.
(11)
This
interest shall have an initial principal amount equal to the excess of (i)
one
half of the sum of the outstanding principal balances of the Pool 2 Mortgage
Loans as of the Cut-off Date over (ii) the initial principal balance of the
T3-PSA-2 interest and the T3-2-A interest.
(12)
This
interest shall have an initial principal balance equal to the excess of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date over
the sum of the initial principal balances of each other interest in REMIC
3.
On
each Distribution Date, interest distributable in respect of the REMIC 2 Regular
Interests shall be distributed with respect to each of the Interests in REMIC
3
based on the above-described interest rates, provided, however,
that interest that accrues on the T3-Q Interest shall be deferred to the extent
necessary to make the principal distributions described in priorities (i)
through (v) below for such Distribution Date. Any interest so deferred shall
itself bear interest at the interest rate for the T3-Q Interest.
On
each Distribution Date, the principal distributed on the REMIC 2 Regular
Interests (together with an amount equal to the interest deferred on the Class
T3-Q Interest for such Distribution Date) shall be distributed, and Realized
Losses shall be allocated, among the Interests in REMIC 3 in the following
order
of priority:
11
(i) first,
to
the
T3-PSA-1 interest until its outstanding principal amount equals one percent
of
the Pool Subordinate Amount for Pool 1 immediately after such Distribution
Date;
(ii) second,
to
the
T3-PSA-2 interest until its outstanding principal amount equals one percent
of
the Pool Subordinate Amount for Pool 2 immediately after such Distribution
Date;
(iii) third,
to each remaining interest in REMIC 3 having a Corresponding Class in REMIC
4
(other than a REMIC 3 interest having an “A-IO” in its class designation) until
the outstanding principal amount of each such interest equals one-quarter of
the
outstanding principal amount of the Corresponding Class of Certificates for
such
interest immediately after such Distribution Date;
(iv) fourth,
to the T3-Pool-1 Interest until the aggregate principal balance of such
interest, the T3-PSA-1 interest, the T3-1-A1 interest, the T3-1-A2 interest,
the
T3-1-A3 interest, the T3-1-A4 interest and the T3-1-A5 interest equals one
half
of the sum of the outstanding principal balances of the Pool 1 Mortgage Loans
immediately after such Distribution Date;
(v) fifth,
to
the T3-Pool-2 Interest until the aggregate principal balance of such interest,
the T3-PSA-2 interest and the T3-2-A interest equals one half of the sum of
the
outstanding principal balances of the Pool 2 Mortgage Loans immediately after
such Distribution Date; and
(vi) finally,
to the Class T3-Q Interest, any remaining amounts.
On
each
Distribution Date, all prepayment premiums or penalties or yield maintenance
payments received during the related Prepayment Period (to
the extent payable to the Class P Certificates) with
respect to the Mortgage Loans shall be distributed to the T3-Q
Interest.
REMIC
4:
The
following table sets forth the designations, principal balances, and interest
rates for each interest in REMIC 4, each of which (other than the R-4 Interest)
is hereby designated as a regular interest in REMIC 4 (the “REMIC 4 Regular
Interests”):
12
|
REMIC
Interests
|
Initial
Balance
|
Interest
Rate
|
Corresponding
Class
of Certificates
|
|||
|
T4-A-IO
|
(1)
|
(1)
|
A-IO
|
|||
|
T4-IO-Swap
|
(2)
|
(2)
|
N/A
|
|||
|
T4-1-A1
|
$ 97,625,000.00
|
(3)
|
1-A1
|
|||
|
T4-1-A2
|
$ 47,831,000.00
|
(3)
|
1-A2
|
|||
|
T4-1-A3
|
$ 10,751,000.00
|
(3)
|
1-A3
|
|||
|
T4-1-A4
|
$ 19,534,000.00
|
(3)
|
1-A4
|
|||
|
T4-1-A5
|
$ 19,534,000.00
|
(3)
|
1-A5
|
|||
|
T4-2-A
|
$209,975,000.00
|
(3)
|
2-A
|
|||
|
T4-M-1
|
$ 24,190,000.00
|
(3)
|
M-1
|
|||
|
T4-M-2
|
$
7,190,000.00
|
(3)
|
M-2
|
|||
|
T4-M-3
|
$ 11,730,000.00
|
(3)
|
M-3
|
|||
|
T4-M-4
|
$ 5,510,000.00
|
(3)
|
X-0
|
|||
|
X0-X-0
|
$ 5,270,000.00
|
(3)
|
B-1
|
|||
|
T4-B-2
|
$ 4,790,000.00
|
(3)
|
B-2
|
|||
|
T4-B-3
|
$ 5,030,000.00
|
(3)
|
B-3
|
|||
|
T4-X
|
(4)
|
(4)
|
X
|
|||
|
T4-P
|
$
100.00
|
(5)
|
P
|
|||
|
R-4
|
(6)
|
(6)
|
R
|
(1)
The
T4-A-IO Interest shall not have a principal balance, but shall be entitled
to
receive, on each Distribution Date, 100% of the interest distributable on each
REMIC 3 Regular Interest with the term “A-IO” in its designation.
(2)
The
T4-IO-Swap Interest shall not have a principal balance, but shall be entitled
to
receive, on each Distribution Date, 100% of the interest distributable on the
Class T3-IO-Swap Interest in REMIC 3.
(3)
This
Interest shall bear interest at the lesser
of (i)
the Interest Rate (determined without regard to the Pool 1, Pool 2, or
Subordinate Available Funds Cap, as applicable) for the Corresponding Class
of
Certificates for such Interest and (ii) the weighted average of the interest
rates of the REMIC 3 Regular Interests (other than any interest-only regular
interest), weighted on the principal balances of such Interests (the “REMIC 3
Net WAC Rate”).
(4) The
T4-X
interest shall be comprised of a principal-only component and an interest-only
component. The principal-only component shall have an initial principal balance
of $10,063,045 but such amount shall not bear interest. The interest-only
component shall have a notional balance equal to the aggregate Stated Principal
Balance of the Mortgage Loans. The interest-only component shall bear interest
at a rate equal to the excess, if any, of (i) the REMIC 3 Net WAC Rate over
(ii)
Adjusted Lower Tier WAC. For any Distribution Date, interest that accrues on
the
T4-X interest shall be deferred to the extent of any increase in the
Overcollateralization Amount on such date. Such deferred interest shall not
itself bear interest.
(5)
The
T4-P
interest shall not be entitled to payments of interest, but shall be entitled
to
receive all prepayment premiums or penalties or yield maintenance payments
received in respect of the Mortgage Loans to the extent payable to the Class
P
Certificates.
(6)
The
R-4
Interest shall not have a principal amount and shall not bear interest. The
R-4
interest is hereby designated as the sole class of residual interest in REMIC
4.
On
each Distribution Date, interest distributable in respect of the REMIC 3 Regular
Interests for such Distribution Date shall be distributed to the Interests
in
REMIC 4 at the rates shown above.
On
each Distribution Date, each REMIC 4 Regular Interest shall be allocated
Realized Losses and principal in amounts equal to those allocated to the
Corresponding Class of Certificates for each such REMIC 4 Regular
Interest.
13
Certificates:
The
following table sets forth certain characteristics of the Certificates, together
with minimum denominations and integral multiples in excess thereof in which
such Classes shall be issuable (except that one Class R Certificate representing
the Tax Matters Person Certificate may be issued in a different
amount):
|
Class
Designation
|
Initial
Class
Principal
Balance
or
Class
Notional
Balance
|
Interest
Rate
(per
annum)
|
Minimum
Denomination
|
Integral
Multiples
in
Excess of
Minimum
|
||||
|
Class
1-A1
|
$ 97,625,000.00
|
(1)
|
$
100,000
|
$
1
|
||||
|
Class
1-A2
|
$ 47,831,000.00
|
(2)
|
$
100,000
|
$
1
|
||||
|
Class
1-A3
|
$ 10,751,000.00
|
(3)
|
$
100,000
|
$
1
|
||||
|
Class
1-A4
|
$ 19,534,000.00
|
(4)
|
$
100,000
|
$
1
|
||||
|
Class
1-A5
|
$ 19,534,000.00
|
(5)
|
$
100,000
|
$
1
|
||||
|
Class
2-A
|
$209,975,000.00
|
(6)
|
$ 100,000
|
$
1
|
||||
|
Class
A-IO
|
(7)
|
(8)
|
$
2,500,000(9)
|
(9)
|
||||
|
Class
M-1
|
$ 24,190,000.00
|
(10)
|
$ 100,000
|
$
1
|
||||
|
Class
M-2
|
$
7,190,000.00
|
(11)
|
$ 100,000
|
$
1
|
||||
|
Class
M-3
|
$ 11,730,000.00
|
(12)
|
$ 100,000
|
$
1
|
||||
|
Class
M-4
|
$ 5,510,000.00
|
(13)
|
$ 100,000
|
$
1
|
||||
|
Class
B-1
|
$ 5,270,000.00
|
(14)
|
$ 100,000
|
$
1
|
||||
|
Class
B-2
|
$ 4,790,000.00
|
(15)
|
$ 100,000
|
$
1
|
||||
|
Class
B-3
|
$ 5,030,000.00
|
(16)
|
$ 100,000
|
$
1
|
||||
|
Class
X
|
(17)
|
(17)
|
(17)
|
(18)
|
||||
|
Class
P
|
(19)
|
(20)
|
(20)
|
(20)
|
||||
|
Class
R
|
(21)
|
(21)
|
(22)
|
(22)
|
||||
|
Class
RL
|
(23)
|
(23)
|
(24)
|
(24)
|
|
(1)
|
The
lesser
of
(i) 6.129% and (ii) the Pool 1 Available Funds Cap; provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
specified
in clause (i) shall be 6.629%. For purposes of the REMIC Provisions,
Class
1-A1 shall represent beneficial ownership of the T4-1-A1 Interest
in REMIC
4. Any amount distributed on the Class 1-A1 Certificates on any
Distribution Date in excess of the amount distributable on the T4-1-A1
Interest on such Distribution Date shall be treated as having been
paid
from the Reserve Fund, and any amount distributable on the T4-1-A1
Interest on such Distribution Date in excess of the amount distributable
on Class 1-A1 on such Distribution Date shall be treated as having
been
paid to the Reserve Fund, all pursuant to and as further described
in
Section 2.6(d) hereof.
|
|
(2)
|
The
lesser
of
(i) 6.205% and (ii) the Pool 1 Available Funds Cap; provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
specified
in clause (i) shall be 6.705%
For purposes of the REMIC Provisions, Class 1-A2 shall represent
beneficial ownership of the T4-1-A2 Interest in REMIC 4. Any amount
distributed on the Class 1-A2 Certificates on any Distribution Date
in
excess of the amount distributable on the T4-1-A2 Interest on such
Distribution Date shall be treated as having been paid from the Reserve
Fund, and any amount distributable on the T4-1-A2 Interest on such
Distribution Date in excess of the amount distributable on Class
1-A2 on
such Distribution Date shall be treated as having been paid to the
Reserve
Fund, all pursuant to and as further described in Section 2.6(d)
hereof.
|
14
|
(3)
|
The
lesser
of
(i) 6.423% and (ii) the Pool 1 Available Funds Cap; provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
specified
in clause (i) shall be 6.923% For purposes of the REMIC Provisions,
Class
1-A3 shall represent beneficial ownership of the T4-1-A3 Interest
in REMIC
4. Any amount distributed on the Class 1-A3 Certificates on any
Distribution Date in excess of the amount distributable on the T4-1-A3
Interest on such Distribution Date shall be treated as having been
paid
from the Reserve Fund, and any amount distributable on the T4-1-A3
Interest on such Distribution Date in excess of the amount distributable
on Class 1-A3 on such Distribution Date shall be treated as having
been
paid to the Reserve Fund, all pursuant to and as further described
in
Section 2.6(d) hereof.
|
|
(4)
|
The
lesser
of
(i) 6.725% and (ii) the Pool 1 Available Funds Cap; provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
specified
in clause (i) shall be 7.225%. For purposes of the REMIC Provisions,
Class
1-A4 shall represent beneficial ownership of the T4-1-A4 Interest
in REMIC
4. Any amount distributed on the Class 1-A4 Certificates on any
Distribution Date in excess of the amount distributable on the T4-1-A4
Interest on such Distribution Date shall be treated as having been
paid
from the Reserve Fund, and any amount distributable on the T4-1-A4
Interest on such Distribution Date in excess of the amount distributable
on Class 1-A4 on such Distribution Date shall be treated as having
been
paid to the Reserve Fund, all pursuant to and as further described
in
Section 2.6(d) hereof.
|
|
(5)
|
The
lesser
of
(i) 6.101%
and (ii) the Pool 1 Available Funds Cap; provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
specified
in clause (i) shall be 6.601%. For purposes of the REMIC Provisions,
Class
1-A5 shall represent beneficial ownership of the T4-1-A5 Interest
in REMIC
4. Any amount distributed on the Class 1-A5 Certificates on any
Distribution Date in excess of the amount distributable on the T4-1-A5
Interest on such Distribution Date shall be treated as having been
paid
from the Reserve Fund, and any amount distributable on the T4-1-A5
Interest on such Distribution Date in excess of the amount distributable
on Class 1-A5 on such Distribution Date shall be treated as having
been
paid to the Reserve Fund, all pursuant to and as further described
in
Section 2.6(d) hereof.
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|
(6)
|
The
lesser
of
(i) LIBOR plus 0.350% and (ii) the Pool 2 Available Funds Cap;
provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 0.525%. For
purposes
of the REMIC Provisions, Class 2-A shall represent beneficial ownership
of
the T4-2-A Interest in REMIC 4. Any amount distributed on the Class
2-A
Certificates on any Distribution Date in excess of the amount
distributable on the T4-2-A Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-2-A Interest on such Distribution Date in
excess
of the amount distributable on Class 2-A on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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|
(7)
|
The
Class A-IO Certificates shall accrue interest on their Class Notional
Balance and shall not be entitled to receive any distributions of
principal. For purposes of the REMIC Provisions, Class A-IO shall
represent beneficial ownership of the T4-A-IO Interest in REMIC
4.
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|
(8)
|
Interest
shall accrue on each Component of the Class A-IO Certificates at
its
Component Interest Rate, as provided in this
Agreement.
|
|
(9)
|
Minimum
denomination is based on the Class Notional Balance of such
Class.
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|
(10)
|
The
lesser
of
(i) LIBOR plus 0.600%
and (ii) the Subordinate Available Funds Cap; provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 0.900%. For
purposes
of the REMIC Provisions, Class M-1 shall represent beneficial ownership
of
the T4-M-1 Interest in REMIC 4. Any amount distributed on the Class
M-1
Certificates on any Distribution Date in excess of the amount
distributable on the T4-M-1 Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-M-1 Interest on such Distribution Date in
excess
of the amount distributable on Class M-1 on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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15
|
(11)
|
The
lesser
of
(i) LIBOR plus 0.700% and (ii) the Subordinate Available Funds Cap;
provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 1.050%. For
purposes
of the REMIC Provisions, Class M-2 shall represent beneficial ownership
of
the T4-M-2 Interest in REMIC 4. Any amount distributed on the Class
M-2
Certificates on any Distribution Date in excess of the amount
distributable on the T4-M-2 Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-M-2 Interest on such Distribution Date in
excess
of the amount distributable on Class M-2 on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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|
(12)
|
The
lesser
of
(i) LIBOR plus 1.650%
and (ii) the Subordinate Available Funds Cap; provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 2.475%.
For purposes of the REMIC Provisions, Class M-3 shall represent beneficial
ownership of the T4-M-3 Interest in REMIC 4. Any amount distributed
on the
Class M-3 Certificates on any Distribution Date in excess of the
amount
distributable on the T4-M-3 Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-M-3 Interest on such Distribution Date in
excess
of the amount distributable on Class M-3 on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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(13)
|
The
lesser
of
(i) LIBOR plus 2.150% and (ii) the Subordinate Available Funds Cap;
provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 3.225%. For
purposes
of the REMIC Provisions, Class M-4 shall represent beneficial ownership
of
the T4-M-4 Interest in REMIC 4. Any amount distributed on the Class
M-4
Certificates on any Distribution Date in excess of the amount
distributable on the T4-M-4 Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-M-4 Interest on such Distribution Date in
excess
of the amount distributable on Class M-4 on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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(14)
|
The
lesser
of
(i) LIBOR plus 3.000% and (ii) the Subordinate Available Funds Cap;
provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 4.500%. For
purposes
of the REMIC Provisions, Class B-1 shall represent beneficial ownership
of
the T4-B-1 Interest in REMIC 4. Any amount distributed on the Class
B-1
Certificates on any Distribution Date in excess of the amount
distributable on the T4-B-1 Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-B-1 Interest on such Distribution Date in
excess
of the amount distributable on Class B-1 on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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16
|
(15)
|
The
lesser
of
(i) LIBOR plus 5.000% and (ii) the Subordinate Available Funds Cap;
provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 7.500%. For
purposes
of the REMIC Provisions, Class B-2 shall represent beneficial ownership
of
the T4-B-2 Interest in REMIC 4. Any amount distributed on the Class
B-2
Certificates on any Distribution Date in excess of the amount
distributable on the T4-B-2 Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-B-2 Interest on such Distribution Date in
excess
of the amount distributable on Class B-2 on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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(16)
|
The
lesser
of
(i) LIBOR plus 6.000% and (ii) the Subordinate Available Funds Cap;
provided,
that if the Master Servicer does not exercise the option to purchase
the
Mortgage Loans and the related property pursuant to Section 10.02(a)
on
the Distribution Date on which it is first entitled to do so, then
with
respect to each subsequent Distribution Date, the per annum rate
calculated pursuant to clause (i) shall be LIBOR plus 9.000%. For
purposes
of the REMIC Provisions, Class B-3 shall represent beneficial ownership
of
the T4-B-3 Interest in REMIC 4. Any amount distributed on the Class
B-3
Certificates on any Distribution Date in excess of the amount
distributable on the T4-B-3 Interest on such Distribution Date shall
be
treated as having been paid from the Reserve Fund, and any amount
distributable on the T4-B-3 Interest on such Distribution Date in
excess
of the amount distributable on Class B-3 on such Distribution Date
shall
be treated as having been paid to the Reserve Fund, all pursuant
to and as
further described in Section 2.6(d)
hereof.
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|
(17)
|
The
Class X Certificates shall not have a principal balance and shall
not bear
interest; the Class X Certificates shall be entitled solely to
distributions made pursuant to Section 6.05(e)(ix) and (x) hereof.
For
purposes of the REMIC Provisions, Class X shall represent (i) beneficial
ownership of the T4-X Interest in REMIC 4; (ii) beneficial ownership
of
the T4-IO-Swap Interest in REMIC 4; (iii) beneficial ownership of
the
Reserve Fund; (iv) beneficial ownership of the Cap Agreement and
(v) an
interest in the notional principal contracts described in Section
2.06(d)
hereof.
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|
(18)
|
The
Class X Certificates shall be issued in minimum denominations in
Percentage Interest of 10%.
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|
(19)
|
The
Class P Certificates shall have an initial Class P Principal Amount
of
$100.
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|
(20)
|
The
Class P Certificates shall be issued without an Interest Rate, and
shall
be issued in minimum denominations in Percentage Interest of 10%.
For
purposes of the REMIC Provisions, the Class P Certificates shall
represent
beneficial ownership of the T4-P Interest in REMIC
4.
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|
(21)
|
The
Class R Certificates shall not have a principal balance and shall
not bear
interest.
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|
(22)
|
The
Class R Certificates shall be issued as two separate certificates,
one
having a Percentage Interest of 99.99999% and the Tax Matters Person
Certificate having a Percentage Interest of 0.00001%. For purposes
of the
REMIC Provisions, the Class R Certificates shall represent beneficial
ownership of the R-2, R-3 and R-4
Interests.
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(23)
|
The
Class RL Certificates shall not have a principal balance and shall
not
bear interest.
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|
(24)
|
The
Class RL Certificates shall be issued as a single certificate. For
purposes of the REMIC Provisions, the Class RL Certificates shall
represent beneficial ownership of the R-1
Interest.
|
ARTICLE
I
DEFINITIONS
Section
1.01. Certain
Defined Terms.
As
used
herein, the following terms shall have the following meanings:
17
10-K
Filing Deadline:
As
defined in Section 4.31(c) hereof.
2003-G
Re-sold Mortgage Loan:
Any
Mortgage Loan assigned by the 2003-G Revolving Trust to BFPT II and subsequently
assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment
Agreement and identified on Schedule II-A hereto.
2003-G
Revolving Assignment Agreement:
The
Assignment and Relinquishment of Security Interest Agreement dated as of
April
1, 2007, by and among the 2003-G Revolving Trust, BFPT II and the Indenture
Trustee, as such may be amended or supplemented from time to time.
2003-G
Revolving Purchase Agreement:
The
Mortgage Loan Purchase Agreement dated as of December 1, 2003, by and between
the Seller and BFPT II, providing for the transfer of certain mortgage loans
(including the 2003-G Re-sold Mortgage Loans) to BFPT II.
2003-G
Revolving Trust:
Bayview
Financial Revolving Asset Trust 2003-G.
2004-B
Re-sold Mortgage Loan:
Any
Mortgage Loan assigned by the 2004-B Revolving Trust to BFPT II and subsequently
assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment
Agreement and identified on Schedule II-B hereto.
2004-B
Revolving Assignment Agreement:
The
Assignment and Relinquishment of Security Interest Agreement dated as of
April
1, 2007, by and among the 2004-B Revolving Trust, BFPT II and the Indenture
Trustee, as such may be amended or supplemented from time to time.
2004-B
Revolving Purchase Agreement:
The
Mortgage Loan Purchase Agreement dated as of April 16, 2004, by and between
the
Seller and BFPT II, providing for the transfer of certain mortgage loans
(including the 2004-B Re-sold Mortgage Loans) to BFPT II.
2004-B
Revolving Trust:
Bayview
Financial Revolving Asset Trust 2004-B.
2005-A
Re-sold Mortgage Loan:
Any
Mortgage Loan assigned by the 2005-A Revolving Trust to BFPT II and subsequently
assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment
Agreement and identified on Schedule II-C hereto.
2005-A
Revolving Assignment Agreement:
The
Assignment and Relinquishment of Security Interest Agreement dated as of
April
1, 2007, by and among the 2005-A Revolving Trust, BFPT II and the Indenture
Trustee, as such may be amended or supplemented from time to time.
2005-A
Revolving Purchase Agreement:
The
Mortgage Loan Purchase Agreement dated as of February 1, 2005, by and between
the Seller and BFPT II, providing for the transfer of certain mortgage loans
(including the 2005-A Re-sold Mortgage Loans) to BFPT II.
2005-A
Revolving Trust:
Bayview
Financial Revolving Asset Trust 2005-A.
18
2005-E
Re-sold Mortgage Loan:
Any
Mortgage Loan assigned by the 2005-E Revolving Trust to BFPT II and subsequently
assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment
Agreement and identified on Schedule II-D hereto.
2005-E
Revolving Assignment Agreement:
The
Assignment and Relinquishment of Security Interest Agreement dated as of
April
1, 2007, by and among the 2005-E Revolving Trust, BFPT II and the Indenture
Trustee, as such may be amended or supplemented from time to time.
2005-E
Revolving Purchase Agreement:
The
Mortgage Loan Purchase Agreement dated as of November 1, 2005, by and between
the Seller and BFPT II, providing for the transfer of certain mortgage loans
(including the 2005-E Re-sold Mortgage Loans) to BFPT II.
2005-E
Revolving Trust:
Bayview
Financial Revolving Asset Trust 2005-E.
60-Day
Delinquency Rate:
With
respect to any Due Period, the fraction, expressed as a percentage, (a) the
numerator of which is the aggregate outstanding principal balance of all
Mortgage Loans 60 days or more delinquent, all Mortgage Loans in foreclosure,
and all Mortgage Loans relating to REO Property as of the close of business
on
the last day of such Due Period and (b) the denominator of which is the
Aggregate Pool Balance on the last day of such Due Period.
A-IO(1)
Component Net Funds Cap:
With
respect to each Distribution Date and the A-IO(1) Component, a per annum
rate
equal to (a)
a fraction, expressed as a percentage, the numerator of which is the product
of
(x) the Optimal Interest Remittance Amount for such Distribution Date and
(y)
12, and the denominator of which is the A-IO(1) Component Notional Balance
for
such Distribution Date.
A-IO(2)
Component Net Funds Cap:
With
respect to each Distribution Date and the Class A-IO(2) Component, a per
annum
rate equal to (a) the Pool 2 Net WAC minus
(b)(1) a
fraction, the numerator of which is the product of (x) the sum of any Net
Swap
Payment and Swap Termination Payment (not due to a Swap Counterparty Trigger
Event) owed to the Swap Counterparty for the related Distribution Date and
(y)
12, and the denominator of which is the Pool Balance for Pool 2 for that
Distribution Date.
Accepted
Master Servicing Practices:
With
respect to any Mortgage Loan, those customary mortgage master servicing
practices of prudent mortgage servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Master Servicer (except in its capacity as successor to
a
Servicer).
Accrual
Period:
With
respect to any Distribution Date and (i) the Group 1 Certificates, the calendar
month immediately preceding such Distribution Date, provided
that for
purposes of determining the Accrual Period for the Group 1 Certificates,
each
Distribution Date shall be deemed to occur on the 28th
calendar
day of the related month, regardless whether such day is a Business Day,
and
(ii) the Class A-IO Certificates (and each Component thereof) and the LIBOR
Certificates, the period commencing on the immediately preceding Distribution
Date (or the Closing Date in the case of the first Accrual Period) and ending
on
the day immediately preceding the current Distribution Date. All calculations
of
interest on each Component of the Class A-IO Certificates and the Group 1
Certificates shall be made on the basis of a 360-day year assumed to consist
of
twelve 30-day months, and all calculations of interest on the LIBOR Certificates
will be made on the basis of the actual number of days elapsed in the related
Accrual Period and a year of 360 days.
19
Additional
Collateral:
With
respect to any Additional Collateral Mortgage Loan, the marketable securities
and other acceptable collateral pledged as collateral pursuant to the related
pledge agreements.
Additional
Collateral Mortgage Loan:
Each Mortgage Loan identified as such on the Mortgage Loan
Schedule.
Additional
Disclosure Notification:
As
defined in Section 4.31(a) hereof.
Additional
Form 10-D Disclosure:
As
defined in Section 4.31(b) hereof.
Additional
Form 10-K Disclosure:
As
defined in Section 4.31(c) hereof.
Additional
Servicer:
Each
affiliate of each Servicer that Services any of the Mortgage Loans and each
Person that is not an affiliate of each such Servicer that Services 10% or
more
of the Mortgage Loans.
Additional
Termination Event:
As
defined in the Swap Agreement.
Adjustable
Rate Mortgage Loan:
A
Mortgage Loan that provides for the adjustment of the Mortgage Rate payable
in
respect thereto, identified as such on the Mortgage Loan Schedule.
Adjusted
Lower Tier WAC:
For any
Accrual Period, the product of (a) four and (b) the weighted average of the
interest rates on the T3-Q, T3-Pool-1, X0-XXX-0, X0-Xxxx-0, X0-XXX-0, X0-0-X0,
X0-0-X0, T3-1-A3, T3-1-A4, T3-1-A5, X0-0-X, X0-X-0, X0-X-0, X0-X-0, X0-X-0,
X0-X-0, X0-X-0 and T3-B-3 Interests determined for this purpose by first
subjecting the rate payable on the T3-Pool-1, T3-PSA-1, T3-Pool-2, T3-PSA-2
and
T3-Q Interests to a cap of zero, and subjecting the rate payable on each
of the
T3-1-A1, T3-1-A2, T3-1-A3, T3-1-A4, T3-1-A5, X0-0-X, X0-X-0, X0-X-0, X0-X-0,
X0-X-0, X0-X-0, X0-X-0 and T3-B-3 Interests to a cap that corresponds to
the
Interest Rate for the Corresponding Class of Certificates; provided
that the
Interest Rate of each such Class shall be determined by substituting the
REMIC 3
Net WAC Rate for the Pool 1 Available Funds Cap, Pool 2 Available Funds Cap
or
the Subordinate Available Funds Cap, as applicable.
Advances:
Each of
a Delinquency Advance and a Servicing Advance, as applicable.
Adverse
Claim:
Any
claim of ownership or any lien, security interest, title retention, trust
or
other charge or encumbrance, or other type of preferential arrangement having
the effect or purpose of creating a lien or security interest, other than
any
security interest created under this Agreement.
20
Adverse
REMIC Event:
Either
(i) loss of status as a REMIC, within the meaning of Section 860D of the
Code,
for any group of assets identified as a REMIC in the Preliminary Statement
to
this Agreement, or (ii) imposition of any tax, including the tax imposed
under
Section 860F(a)(1) on prohibited transactions, and the tax imposed under
Section
860G(d) on certain contributions to a REMIC, on any REMIC created hereunder
to
the extent such tax would be payable from assets held as part of the Trust
Fund.
AFC
Shortfall:
As defined in Section 2.06(d) hereof.
Affected
Party:
As
defined in the Swap Agreement.
Affiliate:
With
respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with such specified
Person. For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies
of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.
Aggregate
Pool Balance:
With
respect to any Distribution Date, the aggregate Principal Balance of the
Pool 1
Mortgage Loans and the Pool 2 Mortgage Loans for such Distribution
Date.
Agreement:
This
Pooling and Servicing Agreement, as amended from time to time, including
all
exhibits and schedules hereto.
Anniversary
Year:
The one-year period beginning on the Closing Date and ending on the first
anniversary thereof, and each subsequent one-year period beginning on the
day
after the end of the preceding Anniversary Year and ending on next succeeding
anniversary of the Closing Date.
Applied
Loss Amount:
With
respect to any Distribution Date, the amount, if any, by which (x) the aggregate
principal balance of
the
Group 1 Certificates and the LIBOR Certificates, after
giving effect to distributions on such date, but before giving effect to
any
application of the Applied Loss Amount, exceeds (y) the Aggregate Pool
Balance for such Distribution Date.
Assignment:
With
respect to each Mortgage Loan, an assignment of the Mortgage, notice of transfer
or equivalent instrument sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect of record the transfer
of
the Mortgage.
Assignment
Agreement:
Each of
the 2003-G Revolving Assignment Agreement, the 2004-B Revolving Assignment
Agreement, the 2005-A Revolving Assignment Agreement and the 2005-E Revolving
Assignment Agreement.
Authorized
Officer:
With
respect to any corporation or limited liability company, the Chairman of
the
Board, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary, any Assistant Treasurer and each other officer of such
corporation or the members and manager of such limited liability company
specifically authorized in resolutions of the Board of Directors of such
corporation or limited liability company to sign agreements, instruments
or
other documents in connection with this Agreement on behalf of such corporation
or limited liability company, as the case may be. With respect to any trust,
any
Authorized Officer of the corporate trustee or any individual
co-trustee.
21
Available
Excess Interest:
Not
applicable.
Balloon
Loan:
A
Mortgage Loan with a Monthly Payment that does not fully amortize the principal
amount of such Mortgage Loan over its term to stated maturity and that requires
a substantial principal payment at maturity.
Balloon
Payment:
With
respect to any Balloon Loan, a payment of the unamortized principal balance
of
such Mortgage Loan in a single payment at the maturity of such Mortgage Loan
that is greater than the preceding Monthly Payment.
Basic
Documents:
This
Agreement, the Purchase Agreement, the Servicing Agreements, the Assignment
Agreements, the BFPT II Assignment Agreement, the Diligence Agreement, and
any
other agreements relating to the servicing of the Mortgage Loans, the Cap
Agreement, the Swap Agreement and any amendment or supplement to any such
document.
Basis
Risk Payment:
With
respect to any Distribution Date and the Group 1 Certificates and any Class
of
LIBOR Certificates, an amount equal to the sum of (i) any Basis Risk Shortfall,
(ii) any Unpaid Basis Risk Shortfall, and (iii) any amount required to be
deposited into the Reserve Fund in order to satisfy the Reserve Fund Requirement
for such Distribution Date, less any amounts received by the Trust Fund pursuant
to the Cap Agreement, or received by the Supplemental Interest Trust pursuant
to
the Swap Agreement; provided,
however,
that the
amount of the Basis Risk Payment for any Distribution Date shall not exceed
the
amount of Excess Cashflow otherwise distributable to the Class X Certificates
pursuant to Section 6.05(f)(x).
Basis
Risk Shortfall:
With
respect to any Distribution Date and any Class of Group 1 Certificates and
LIBOR
Certificates, the amount, if any, by which (i) the amount of interest for
such
Class calculated on the basis of the applicable Interest Rate but without
regard
to the Pool 1 Available Funds Cap, the Pool 2 Available Funds Cap or the
Subordinate Available Funds Cap, as applicable, exceeds (ii) the aggregate
amount of interest distributable on such Class on such date, calculated on
the
basis of the Pool 1 Available Funds Cap, the Pool 2 Available Funds Cap or
the
Subordinate Available Funds Cap, as applicable.
BFPT
II:
Bayview
Financial Property Trust II, a Delaware statutory trust.
BFPT
II Assignment Agreement:
The
assignment agreement dated as of April 1, 2007, between BFPT II and the
Depositor, as such may be amended or supplemented from time to
time.
BLS:
Bayview
Loan Servicing, LLC, a Delaware limited liability company, or any successor
thereto.
22
Book-Entry
Certificate:
Any
Certificate registered in the name of the Depository or its
nominee.
Business
Day:
Any day
other than a Saturday or a Sunday, or another day on which banks in the State
of
Maryland, the State of Minnesota, or the State of New York (or such other
states
in which the Corporate Trust Office or the principal offices of the Master
Servicer or any Servicer are subsequently located, as specified in writing
by
such party to the other parties hereto) are required, or authorized by law,
to
close.
Cap
Agreement:
The
interest rate cap agreement entered into by the Trustee on behalf of
Certificateholders, which agreement provides for payment by the Cap Provider
to
the Trust Fund subject to the conditions provided therein, together with
any
schedules or other agreements relating thereto, attached hereto as part of
Exhibit G-1.
Cap
Collateral Account:
The
account maintained by the Trustee in accordance with the provisions of Section
6.11(b).
Cap
Credit Support Annex:
The
credit support annex to the Cap Agreement dated as of April 18, 2007, between
the Trustee, on behalf of the Supplemental Interest Trust, and the Cap
Provider.
Cap
Provider:
The
counterparty (or any guarantor) to the Trustee required to make payments
to the
Trust Fund under the Cap Agreement, and any successor in interest or assigns.
Initially, the Cap Provider shall be Xxxxxxx Xxxxx Capital Services,
Inc.
Carryforward
Interest:
With
respect to any Distribution Date and to each Class of Certificates (other
than
the Class A-IO, Class P and Class X Certificates and the Residual Certificates)
and any Component of the Class A-IO Certificates, the amount, if any, by
which
(i) the sum of (x) Current Interest for such Class or Component for the
immediately preceding Distribution Date and (y) any unpaid Carryforward
Interest for
such Class or Component from previous Distribution Dates exceeds (ii) the
amount
distributed in respect of interest on such Class or Component on such
immediately preceding Distribution Date. Carryforward
Interest with respect to the Class A-IO Certificates and any Distribution
Date
will equal the aggregate Carryforward Interest on the Components of the Class
A-IO Certificates for such Distribution Date.
CERCLA:
The
Comprehensive Environmental Response, Compensation and Liability Act of
1980.
Certificate:
Any of
the Certificates issued pursuant to this Agreement, substantially in the
forms
attached hereto as Exhibit A.
Certificate
Distribution Account:
The
separate Eligible Account established and maintained by the Trustee pursuant
to
Section 6.02(a).
Certificate
Group:
Each of the Group 1 Certificates and the Group 2 Certificates.
23
Certificate
Owner
or
Owner:
With
respect to a Book-Entry Certificate, the Person who is the beneficial owner
of
such Certificate as reflected on the books and records of the Depository
or on
the books of a Direct Participant or on the books of an Indirect Participant
for
which a Direct Participant acts as agent.
Certificate
Register:
The
register maintained pursuant to Section 5.02 hereof.
Certificate
Registrar:
The
registrar specified in Section 5.02 hereof.
Certificateholder
or
Holder.
The
person in whose name a Certificate is registered in the Certificate
Register.
Civil
Relief Act:
The
Servicemembers Civil Relief Act, as such may be amended from time to time,
and
similar state and local laws and regulations.
Civil
Relief Act Reduction:
With
respect to any Mortgage Loan as to which there has been a reduction in the
amount of interest collectible thereon as a result of application of the
Civil
Relief Act, any amount by which interest collectible on such Mortgage Loan
for
the Due Date in the related Due Period is less than interest accrued thereon
for
the applicable one-month period at the Mortgage Rate without giving effect
to
such reduction.
Class:
Any
Certificates having the same class designation.
Class
1-A5 Priority Amount:
With respect to any Distribution Date, the product of (a) the applicable
Class
1-A5 Lockout Percentage, (b) a fraction, the numerator of which is equal
to the
Class Principal Balance of the Class 1-A5 Certificates immediately prior
to such
Distribution Date and the denominator of which is equal to the sum of the
Class
Principal Balances of the Group 1 Certificates immediately prior to such
Distribution Date and (c) any amounts to be distributed to the Group 1
Certificates on such Distribution Date pursuant to Sections 6.05(d)(i)(A)(2)(b),
6.05(d)(i)(B)(3), 6.05(d)(ii)(C), 6.05(e)(i)and/or 6.05(e)(ii) for such
Distribution Date.
Class
1-A5 Lockout Percentage:
With
respect to any Distribution
Date, the applicable percentage specified below with respect to such
Distribution Date:
|
Distribution
Date
|
Class
1-A5
Lockout
Percentage
|
|
|
May
2007 through April 2010
|
0%
|
|
|
May
2010 through April 2012
|
45%
|
|
|
May
2012 through April 2013
|
80%
|
|
|
May
2013 through April 2014
|
100%
|
|
|
May
2014 and thereafter
|
300%
|
Class
A-IO Termination Amount:
With
respect to the Class A-IO Certificates and the date of termination of the
Trust
Fund pursuant to Section 10.02(a) or (b), an amount equal to the sum of (i)
Current Interest thereon for such Distribution Date, (ii) the present value
of
the remaining scheduled distributions on the Class A-IO Certificates, calculated
on the basis of a discount rate equal to 6.099% per annum and (iii) any
previously unpaid accrued interest.
24
Class
Notional Balance:
With
respect to each Distribution Date, the related Accrual Period and the Class
A-IO
Certificates, the sum of the Component Notional Balances of the A-IO(1)
Component and the A-IO(2) Component for such Distribution Date.
Class
P Distribution Amount:
With
respect to each Distribution Date, all prepayment premiums or penalties or
yield
maintenance payments received by the Servicers with respect to the Mortgage
Loans so identified on the Mortgage Loan Schedule and remitted to the Master
Servicer as provided in the applicable Servicing Agreement during the related
Prepayment Period in connection with any Prepayments in Full or partial
Principal Prepayments.
Class
P Principal Amount:
As of
the Closing Date, $100.00.
Class
Principal Balance:
With
respect to any Class of Certificates other than the Class P Certificates
entitled to distributions in respect of principal and any date, the initial
aggregate principal balance of the Certificates of such Class less the sum
of
(i) all amounts previously distributed to Holders of the Certificates of
such
Class with respect to principal pursuant to Section 6.05 hereof and (ii)
in the
case of the Subordinate Certificates, all Applied Loss Amounts previously
allocated to such Class pursuant to Section 6.07; provided,
however,
that on
any Distribution Date on which a Subsequent Recovery is distributed, the
Class
Principal Balance of any Class of Subordinate Certificates then outstanding
to
which an Applied Loss Amount has been applied will be increased, in order
of
seniority, by an amount equal to the lesser
of (i)
any Deferred Principal Amount for each such Class immediately prior to such
Distribution Date and (ii) the total amount of any Subsequent Recovery
distributed on such date to Certificateholders, after application (for this
purpose) to more senior Classes of Subordinate Certificates.
Class
X Distributable Amount:
On any
Distribution Date, the amount of interest that has accrued on the Class X
Notional Balance, as described in the Preliminary Statement to this Agreement,
but that has not been distributed prior to such date. In addition, such amount
shall include the initial Overcollateralization Amount of $10,063,145 (less
$100
of such amount allocated to the Class P Certificates) to the extent such
amount
has not been distributed on an earlier Distribution Date as part of the
Overcollateralization Release Amount.
Class
X Excess Cap Amount:
As
defined in Section 6.12(b).
Closing
Date:
April
18, 2007.
Code:
The
Internal Revenue Code of 1986, as amended.
Collection
Account:
The
separate Eligible Account established and maintained by the Master Servicer,
on
behalf of the Trustee, pursuant to Section 4.07.
Combined
Loan-to-Value Ratio:
With
respect to any Junior Mortgage Loan, the fraction, expressed as a percentage,
the numerator of which is equal to the Principal Balance of such Mortgage
Loan
as of the Cut-off Date, plus
the
aggregate outstanding principal balance of the mortgage loan senior thereto,
and
the denominator of which is equal to the value of the related Mortgaged Property
on the basis of (i) the lesser
of the
appraised value at origination or the sales price of such Mortgaged Property
or
(ii) a broker price opinion prepared after origination.
25
Commission:
The United States Securities and Exchange Commission.
Compensating
Interest:
With
respect to any Distribution Date, an amount equal to the lesser
of (i)
the aggregate of the Master Servicing Fees payable to the Master Servicer
with
respect to all Mortgage Loans for such Distribution Date and (ii) the aggregate
of prepayment interest shortfalls with respect to Prepayments in Full on
any
Non-Servicer Obligated Mortgage Loans for such Distribution Date.
Component:
Each of
the A-IO(1) Component and the A-IO(2) Component of the Class A-IO
Certificates.
Component
Interest Rate:
With
respect to the A-IO(1) Component and (a) any Distribution Date up to and
including the Distribution Date in October 2009, the lesser
of (i)
the applicable “A-IO(1) Component Interest Rate” for such Component set forth on
Exhibit F hereto and (ii) the A-IO(1) Component Net Funds Cap for such
Distribution Date and (b) any Distribution Date thereafter, zero. With respect
to the A-IO(2) Component and (a) any Distribution Date up to and including
the
Distribution Date in October 2009, the lesser
of (i)
the applicable “A-IO(2) Component Interest Rate” for such Component set forth on
Exhibit F hereto and (ii) the A-IO(2) Component Net Funds Cap for such
Distribution Date and (b) any Distribution Date thereafter, zero.
Component
Notional Balance:
With
respect to any Distribution Date and each of the A-IO(1) Component and the
A-IO(2) Component, the applicable notional balance for such Component set
forth
on Exhibit F hereto.
Control:
The
meaning specified in Section 8-106 of the New York UCC.
Convertible
Mortgage Loan:
Any
Adjustable Rate Mortgage Loan listed, together with the applicable purchase
price percentage, on Schedule I-D hereto, which by its terms grants to the
related Mortgagor the option to convert the interest rate borne by such Mortgage
Loan from an adjustable interest rate to a fixed interest rate.
Cooperative
Corporation:
The
entity that holds title (fee or an acceptable leasehold estate) to the real
property and improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation must qualify
as
a Cooperative Housing Corporation under Section 216 of the Code.
Cooperative
Loan:
Any
Mortgage Loan secured by Cooperative Shares and a Proprietary
Lease.
Cooperative
Property:
The
real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of the
shares of the Cooperative Corporation.
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
26
Corporate
Trust Office:
The
office of the Trustee performing the corporate trust services to be performed
under the Basic Documents, which shall initially be located at 00 Xxxxxxxxxx
Xxxxxx, Mailcode: EP-MN-WS3D, Xx. Xxxx, Xxxxxxxxx 00000, and at any time
thereafter shall be the office designated by the Trustee to the other parties
hereto in writing.
Corresponding
Class:
The Class of Certificates that corresponds to a class of interests in REMIC
3 or
REMIC 4, as applicable.
Corresponding
REMIC 3 A-IO:
With
respect to each Lower Tier Interest in REMIC 4 having an “A-IO-1” in its
Class
designation, the Class of Lower Tier Interest in REMIC 3 having an “A-IO-1” in
its Class designation that has the same numeric designation. With respect
to
each Lower Tier Interest in REMIC 4 having an “A-IO-2” in its Class designation,
the Class of Lower Tier Interest in REMIC 3 having an “A-IO-2” in its Class
designation that has the same numeric designation.
Cross-Collateralized
Mortgage Loan:
Any
Mortgage Loan identified on the Mortgage Loan Schedule as cross-collateralized
and cross-defaulted with one or more other Mortgage Loans.
Cumulative
Loss Trigger Event:
A
Cumulative Loss Trigger Event shall have occurred with respect to any
Distribution Date if the fraction, expressed as a percentage, obtained by
dividing (i) the aggregate amount of cumulative Realized Losses incurred
on the
Mortgage Loans from the Cut-off Date through the last day of the related
Due
Period by (ii) the Cut-off Date Aggregate Pool Balance, exceeds the applicable
percentages set forth below with respect to such Distribution Date:
|
Distribution
Date
|
Loss
Percentage
|
|
May
2010 through April 2011
|
1.70%
for the first month, plus an additional 1/12th of 1.05% for each
month
thereafter.
|
|
May
2011 through April 2012
|
2.75%
for the first month, plus an additional 1/12th of 0.36% for each
month
thereafter.
|
|
May
2012 through April 2013
|
3.11%
for the first month, plus an additional 1/12th of 0.14% for each
month
thereafter.
|
|
May
2013 and thereafter
|
3.25%
|
Cumulative
Realized Loss Percentage:
Not
applicable.
Current
Interest:
With
respect to each Class of Certificates (other than the Residual Certificates and
the Class A-IO, Class X and Class P Certificates) and any Component of the
Class
A-IO Certificates and any Distribution Date, the aggregate amount of interest
accrued during the applicable Accrual Period at the applicable Interest Rate
on
the Class Principal Balance of such Class or the Component Notional Balance
of
such Component, as applicable, immediately prior to such Distribution Date.
Current Interest with respect to the Class A-IO Certificates and any
Distribution Date will equal the aggregate Current Interest on the Components
of
such Class for such Distribution Date.
27
Custodial
Account:
The
custodial account maintained by a Servicer pursuant to a Servicing
Agreement.
Custodian
Fee:
With
respect to each Distribution Date, the product of the Custodian Fee Rate
and the
Aggregate Pool Balance as of the opening of business on the first day of
the
related Due Period (or, in the case of the first Distribution Date, as of
the
Cut-off Date).
Custodian
Fee Rate:
0.0030%
per annum.
Cut-off
Date:
April
1, 2007.
Cut-off
Date Aggregate Pool Balance:
$479,023,145.42.
Debt:
For any
Person, (a) indebtedness of such Person for borrowed money, (b) obligations
of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(c) obligations of such Person to pay the deferred purchase price of property
or
services, (d) obligations of such Person as lessee under leases which have
been
or should be, in accordance with GAAP, recorded as capital leases, (e)
obligations secured by any lien or other charge upon property or assets owned
by
such Person, even though such Person has not assumed or become liable for
the
payment of such obligations, (f) obligations of such Person under direct
or
indirect guaranties in respect of, and obligations (contingent or otherwise)
to
purchase or otherwise acquire, or otherwise to assure a creditor against
loss in
respect of, indebtedness or obligations of others of the kinds referred to
in
clauses (a) through (e) above, and (g) liabilities in respect of unfunded
vested
benefits under plans covered by ERISA.
Defaulting
Party:
As
defined in the Swap Agreement.
Deferred
Principal Amount:
With
respect to any Distribution Date and to any Class of Subordinate Certificates,
the amount, if any, by which (i) the aggregate of Applied Loss Amounts
previously applied in reduction of the Class Principal Balance thereof, together
with interest thereon at the applicable Interest Rate, exceeds (ii) the sum
of
(a) the aggregate of amounts previously distributed on such Class in
reimbursement of such amounts and (b) the amount by which the Class Principal
Balance of such Class has been increased due to any Subsequent
Recovery.
Deficient
Valuation:
With
respect to any Mortgage Loan, the dollar amount of any reduction in the
principal balance owed by the related Mortgagor, as ordered by a court in
connection with a bankruptcy proceeding with respect to the related
Mortgagor.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage
Loan.
28
Delinquency
Advance:
With
respect to the Master Servicer, as defined in Section 4.26(a) hereof, and
with
respect to any Servicer, any advance of funds in respect of a delinquent
Monthly
Payment made pursuant to the terms of the applicable Servicing
Agreement.
Delinquency
Event:
A
Delinquency Event will have occurred with respect to any Distribution Date
if
the Rolling Three Month Delinquency Rate as of the last day of the immediately
preceding calendar month exceeds 13.00%,
provided
that for
purposes of determining a Delinquency Event, each Distribution Date shall
be
deemed to occur on the 28th
calendar
day of the related month, regardless whether such day is a Business
Day.
Depositor:
Bayview
Financial Securities Company, LLC, a Delaware limited liability company,
and its
successors and assigns.
Depository:
The
Depository Trust Company, 0 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
any
successor Depository hereafter named.
Determination
Date:
With
respect to any Distribution Date, the 18th day of the month in which such
Distribution Date occurs, or if such day is not a Business Day, the immediately
preceding Business Day.
Diligence
Agreement:
The
mortgage loan diligence agreement dated April 1, 2007, between the Seller,
as
agent, and the Depositor, as such may be amended or supplemented from time
to
time, relating to the Re-sold Mortgage Loans.
Direct
Participant:
Any
broker-dealer, bank or other financial institution for which the Depository
holds the Book-Entry Certificates from time to time as a securities
depository.
Directly
Operate:
With
respect to any REO Property, the furnishing or rendering of services to the
tenants thereof that are not (within the meaning of Treasury Regulation Section
1.512(b)-1(c)(5)) customarily provided to the tenants in connection with
the
rental of space for occupancy, the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers in the ordinary
course of a trade or business, the performance of any construction work thereon
or any use of such REO Property in a trade or business, in each case other
than
through an Independent Contractor; provided,
however,
that
the Servicer shall not be considered to Directly Operate an REO Property
solely
because the Servicer establishes rental terms, chooses tenants, enters into
or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
(of the type that would be deductible under Section 162 of the Code) or capital
expenditures with respect to such REO Property or take other activities
consistent with Section 1.856-4(b)(5)(iii) of the Treasury
Regulations.
Disqualified
Organization:
A
“disqualified organization” as defined in Section 860E(e)(5) of the
Code.
Distribution
Date:
The
28th calendar day of each month (or the immediately succeeding Business Day
if
such day is not a Business Day), commencing in May 2007.
Dollar
and
$:
Lawful
currency of the United States of America.
29
Due
Date:
The day
of the calendar month in which the Monthly Payment on a Mortgage Loan is
due.
Due
Period:
The
period from and including the second day of the calendar month preceding
the
calendar month in which any Distribution Date occurs to and including the
first
day of the calendar month in which such Distribution Date occurs (or such
other
period as specified in the applicable Servicing Agreement) (provided
that for
purposes of determining the Due Period, each Distribution Date shall be deemed
to occur on the 28th
calendar
day of the related month, regardless whether such day is a Business
Day).
XXXXX:
As
defined in Section 4.31(a) hereof.
Effective
Loan-to-Value Ratio:
With
respect to any Mortgage Loan as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is equal to the Principal
Balance of such Mortgage Loan as of such date, less the amount of Additional
Collateral required to secure such Mortgage Loan at the time of origination,
if
any, and the denominator of which is equal to the value of the related Mortgaged
Property on the basis of (i) the lesser
of the
appraised value at origination or the sales price of such Mortgaged Property
or
(ii) a broker price opinion prepared after origination.
Electronic
Ledger:
The
electronic master record of the Mortgage Loans maintained by the Master Servicer
or any Servicer.
Eligible
Account:
(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 P-1 by Xxxxx'x, A-1+ by S&P
and F-1+ by Fitch (in each case if such rating agency is a Rating Agency)
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 Eligible 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 or trust company acting in its fiduciary
capacity or (iv) 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
Investments:
Any of
the following (which may be purchased by or through the Trustee, the Master
Servicer or any of their respective Affiliates):
(i) obligations
of, or guaranteed as to the full and timely payment of principal and interest
by, the United States or obligations of any agency or instrumentality thereof,
when such obligations are backed by the full faith and credit of the United
States;
30
(ii) repurchase
agreements on obligations specified in clause (a); provided
that the
short-term debt obligations of the party agreeing to repurchase are rated
no
less than F1 by Fitch, A-1 by S&P and P-1 by Xxxxx’x (in each case if such
rating agency is a Rating Agency);
(iii) federal
funds, certificates of deposit, time deposits and bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the
case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days) of any United States depository institution or trust company
incorporated under the laws of the United States or any state; provided
that the
short-term obligations of such depository institution or trust company are
rated
no less than F1 by Fitch, A-1 by S&P and P-1 by Xxxxx’x (in each case if
such rating agency is a Rating Agency);
(iv) commercial
paper (having original maturities of not more than 30 days) of any corporation
incorporated under the laws of the United States or any state thereof which
on
the date of acquisition is rated no less than F1 by Fitch, A-1 by S&P and
P-1 by Xxxxx’x (in each case if such rating agency is a Rating Agency);
(v) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
short-term credit rating from each Rating Agency, at the time of investment
or
the contractual commitment providing for such investment, no less than F1
by
Fitch, A-1 by S&P and P-1 by Xxxxx’x (in each case if such rating agency is
a Rating Agency); provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the Aggregate Pool Balance; provided,
further,
that
such securities will not be Eligible Investments if they are identified as
being
under review with negative implications from any Rating Agency;
(vi) securities
of money market funds or mutual funds rated AAAm or AAAm-G by S&P, AAA or
better by Fitch and Aa1 by Xxxxx’x (in each case if such rating agency is a
Rating Agency) (including any such funds for which the Trustee in its individual
capacity or the Master Servicer, or any of their respective Affiliates, receives
compensation as administrator, sponsor, agent or the like); and
(vii) any
other
demand, money market, common trust fund or time deposit or obligation, or
interest-bearing or other security, or other investment rated in the highest
rating category by each Rating Agency or otherwise approved in writing by
each
Rating Agency;
31
provided
that (A)
such obligation or security is held for a temporary period pursuant to Treasury
Regulation Section 1.860G-2(g)(1) and (B) no instrument described above is
permitted to evidence either the right to receive (a) only interest or only
principal with respect to 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 provided a yield to maturity at par greater than 120% of the yield
to
maturity at par of the underlying obligations; and provided,
further,
that no
instrument described above may be purchased at a price greater than par if
such
instrument may be prepaid or called at a price less than its purchase price
prior to stated maturity.
Enhancement
Percentage:
With
respect to the Group 1 Certificates and each Class of LIBOR Certificates
and any
Distribution Date, the fraction, expressed as a percentage, the numerator
of
which is the sum of (i) the aggregate Class Principal Balance of each Class
of
Subordinate Certificates having a lower priority of distribution than such
Class
after giving effect to application of the Principal Distribution Amount for
each
Mortgage Pool for such Distribution Date, (ii) the Overcollateralization
Amount
(which amount, for purposes of this definition only, shall not be less than
zero) and shall be calculated on the basis of the assumption that the Principal
Distribution Amounts with respect to both Mortgage Pools have been distributed
on such Distribution Date and no Trigger Event has occurred), and (iii) amounts
on deposit in the Reserve Fund after giving effect to withdrawals therefrom
on
such date, and the denominator of which is the Aggregate Pool Balance for
such
Distribution Date.
Entitlement
Holder:
The
meaning specified in Section 8-102(a)(7) of the New York UCC.
Entitlement
Order:
The
meaning specified in Section 8-102(a)(8) of the New York UCC (i.e.,
generally, orders directing the transfer or redemption of any Financial
Asset).
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying
Underwriting:
A best
efforts or firm commitment underwriting or private placement that meets the
requirements of an Underwriter’s Exemption.
ERISA-Restricted
Certificates:
Each of
the Subordinate Certificates and the Class X, Class P, Class RL and Class
R
Certificates, and any Senior Certificate that is not rated at least “AA-” or
“Aa3” at the time of its acquisition.
ERISA-Restricted
Trust Certificate:
Any
Senior
Certificate
that is rated at least “AA-” or “Aa3” at the time of its
acquisition.
Event
of Master Servicer Default:
As
defined in Section 4.17.
Excess
Cap Amount:
Not
applicable.
Excess
Cashflow:
With
respect to any Distribution Date, the sum of (a) Pool 1 Excess Interest and
Pool
2 Excess Interest for such Distribution Date, (b) the Overcollateralization
Release Amount for such Distribution Date and (c) any amounts of Principal
Distribution Amount remaining after application pursuant to Sections
6.05(d)(i)(A)(10), (B)(10) and (ii)(C).
32
Excess
Interest:
With
respect to any Distribution Date, the sum of Pool 1 Excess Interest and Pool
2
Excess Interest for such Distribution Date.
Exchange
Act:
The
Securities and Exchange Act of 1934, as amended.
Excluded
Servicing Obligations:
As
defined in Section 4.01 hereof.
Excluded
Trust Assets:
As defined in the Preliminary Statement to this Agreement.
Xxxxxx
Xxx:
Xxxxxx
Xxx, the entity formerly known as the Federal National Mortgage
Association.
FDIC:
The
Federal Deposit Insurance Corporation.
FHA:
The
Federal Housing Administration.
FHA
Approved Mortgagee:
A
corporation or other entity approved as a mortgagee by FHA under the Housing
Act
and applicable FHA Regulations, and eligible to own and service, as applicable,
loans insured by the FHA.
FHA
Insurance:
An
insurance policy granted by the FHA with respect to any Mortgage
Loan.
FHA
Mortgage Loan:
Not
applicable.
FHA
Regulations:
Regulations promulgated by HUD under the Housing Act, codified in 24 Code
of
Federal Regulations, and other HUD issuances relating to mortgage loans insured
by the FHA, including, without limitation, related handbooks, circulars,
notices
and mortgagee letters.
FHA/VA
Claim Proceeds:
Either
(i) the amount of insurance proceeds received from the FHA under FHA Insurance
in the event of a default with respect to an FHA Mortgage Loan or (ii) the
amount of proceeds received from the VA under a VA Guaranty in the event
of a
default with respect to a VA Mortgage Loan.
Final
Scheduled Distribution Date:
With
respect to each Class of Certificates (other than the Class A-IO Certificates),
the Distribution Date in May 2037; in the case of the Class A-IO Certificates,
the Distribution Date in October 2009.
Financial
Asset:
The
meaning specified in Section 8-102(a)(9) of the New York UCC.
Fitch:
Fitch,
Inc., or any successor thereto.
Fixed
Rate Mortgage Loan:
A
Mortgage Loan that has a fixed Mortgage Rate, identified as such on the Mortgage
Loan Schedule.
Foreclosure
Restricted Loan:
Each Mortgage Loan listed on Schedule I-I hereto and with respect to which
foreclosure (or deed-in-lieu of foreclosure or similar) proceedings are
instituted on or before the first anniversary of the Closing Date.
33
Form
8-K Disclosure Information:
As
defined in Section 4.31(a).
Xxxxxxx
Mac:
Xxxxxxx
Mac, the entity formerly known as the Federal Home Loan Mortgage
Corporation.
Full
Recourse Servicing Agreement:
Not
applicable.
GAAP:
Generally accepted accounting principles as in effect in the United States,
consistently applied, as of the date of such application.
Governmental
Authority:
The
United States of America, any state, local or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative functions thereof or pertaining thereto.
Gross
Prepayment Interest Excess:
With
respect to any Distribution Date and the Non-Servicer Obligated Mortgage
Loans,
the excess of (x) the aggregate amount of interest paid in respect of any
such
Mortgage Loans that were the subject of a Prepayment in Full during the related
Prepayment Period and any other amounts allocable to interest received in
respect of such Mortgage Loans that are distributable on such Distribution
Date
over (y) the interest portion of the Monthly Payment due on such Mortgage
Loans
during the related Due Period.
Gross
Prepayment Interest Shortfall:
With
respect to any Distribution Date and the Non-Servicer Obligated Mortgage
Loans,
the excess of (x) the interest portion of the Monthly Payment due on any
such
Mortgage Loans during the related Due Period that were the subject of a
Prepayment in Full during the related Prepayment Period over (y) the aggregate
amount of interest paid by related Mortgagors in respect of the amounts of
such
Prepayments in Full and any other amounts allocable to interest received
from
such Mortgagors that are distributable on such Distribution Date. A Gross
Prepayment Interest Shortfall will not result from a partial prepayment of
a
Mortgage Loan.
Group
1 Certificate:
Any
Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 or Class 1-A5
Certificate.
Group
1 Senior Principal Distribution Percentage:
With
respect to any Distribution Date and the Group 1 Certificates, the percentage
equivalent of a fraction, the numerator of which is the Principal Remittance
Amount for Pool 1 and the denominator of which is the sum of the Principal
Remittance Amounts for Pool 1 and Pool 2 for such Distribution
Date.
Group
1 Senior Priority:
With
respect to the Group 1 Certificates, the priority of distributions provided
in
Section 6.05(d)(i)(A)(2).
Group
2 Certificate:
Any
Class 2-A Certificate.
Group
2 Senior Principal Distribution Percentage:
With
respect to any Distribution Date and the Group 2 Certificates, the percentage
equivalent of a fraction, the numerator of which is the Principal Remittance
Amount for Pool 2 and the denominator of which is the sum of the Principal
Remittance Amounts for Pool 1 and Pool 2 for such Distribution
Date.
34
Holdback
Amount:
With
respect to any Holdback Mortgage Loan, any portion of the indebtedness evidenced
by the related Mortgage Note that is not disbursed to the related Mortgagor,
and
is held in a custodial account established by the Servicer for the benefit
of
the Trustee, as identified on Schedule I-E attached hereto.
Holdback
Mortgage Loan:
Each
Mortgage Loan listed on Schedule I-E attached hereto, as amended from time
to
time pursuant to the terms of this Agreement.
Housing
Act:
The
National Housing Act of 1934, as amended.
HUD:
United
States Department of Housing and Urban Development.
Independent:
When
used with respect to any Independent Public Accountant, a Person who is
“independent” within the meaning of Rule 2-01(b) of the Commission’s Regulation
S-X. When used with respect to any other Person, a Person who (a) is in fact
independent of another specified Person and any Affiliate of such other Person,
(b) does not have any material direct financial interest in such other Person
or
any Affiliate of such other Person, (c) is not connected with such other
Person
or any Affiliate of such other Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions
and (d) is not a member of the immediate family of a Person defined in clause
(b) or (c) above.
Independent
Contractor:
(i) Any
Person (other than the Subservicer) that would be an “independent contractor”
within the meaning of Section 856(d)(3) of the Code if the Servicer 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% or more of any Class, or 35% or more of the aggregate of
all
Classes of the Certificates), so long as the Servicer does not receive or
derive
any income from such Person and provided
that the
relationship between such Person and the Servicer is at arm’s length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Subservicer) if the Servicer has received an Opinion
of
Counsel, which Opinion of Counsel shall be an expense of the Servicer, 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.
Independent
Public Accountant:
Any of
(a) Deloitte & Touche LLP, (b) PricewaterhouseCoopers, LLP, (c) Ernst &
Young LLP and (d) KPMG LLP (and any successors of the foregoing); provided
that
such firm must be Independent with respect to the Master Servicer or any
Servicer, as the case may be, within the meaning of the Securities
Act.
Index:
With
respect to each Adjustable Rate Mortgage Loan, the index specified in the
related Mortgage Note or installment sale contract that, when added to the
gross
margin specified therein, equals the Mortgage Rate thereon.
Indirect
Participant:
Any
financial institution for which any Direct Participant holds an interest
in a
Book-Entry Certificate.
35
Initial
Aggregate Certificate Principal Balance:
$470,391,000.
Initial
Overcollateralization Percentage:
2.10%.
Insurance
Fee Rate:
Not
applicable.
Insurance
Policy:
Any
hazard, title, flood, environmental or primary mortgage or other insurance
policy, including any Primary Mortgage Insurance Policy, relating to a Mortgage
Loan.
Insurance
Proceeds:
With
respect to any Distribution Date, all insurance proceeds received by the
Master
Servicer or any Servicer during the related Prepayment Period (including,
without limitation, the proceeds of any hazard insurance, flood insurance
or
title insurance policies, or Primary Mortgage Insurance Policies, and payments
made by the Master Servicer or any Servicer pursuant hereto in respect of
a
deductible clause in any blanket policy) that are not Liquidation Proceeds,
that
are not applied to the restoration or repair of the related Property or other
servicing expenses or released to the related Mortgagor in accordance with
the
normal servicing procedures of the Master Servicer or such Servicer, and
were
applied by the Master Servicer or such Servicer to reduce the Principal Balance
of the related Mortgage Loan or to pay interest on the related Mortgage
Loan.
Interest:
Each
interest in a REMIC as designated in the Preliminary Statement to this
Agreement.
Interest-Only
Certificate:
Any
Class A-IO Certificate.
Interest
Rate:
With
respect to each Class of Certificates other than the Class X, Class P, Class
RL
and Class R Certificates, the per annum rate of interest applicable to
Certificates of such Class, as specified in the Preliminary Statement to
this
Agreement.
Interest
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, to the extent conveyed
to the Trustee hereunder and received by the Master Servicer and to the extent
provided in this Agreement and the applicable Servicing Agreement, (a) the
sum
of (i) all interest collected (other than Payaheads) or advanced or otherwise
remitted in respect of Monthly Payments on the Mortgage Loans in such Mortgage
Pool during the related Due Period, other than any prepayment premiums or
yield
maintenance payments, which will be distributed to the Class P Certificates
and
will not be available to make payments on any other Class of Certificates,
less
(x) the
Master Servicing Fee, the applicable Servicing Fees, the premium for any
lender-paid Primary Mortgage Insurance and the Retained Interest Rate, if
any,
on the Mortgage Loans in such Mortgage Pool, (y) Outstanding Advances with
respect to the Mortgage Loans in such Mortgage Pool and the applicable Pool
Percentage of other amounts due to the Master Servicer, the Servicers or
the
Trustee (other than the Trustee Fee and the Custodian Fee), in each case,
to the
extent allocable to interest, and (z) any Net Prepayment Interest Excess
for such Distribution Date, (ii) any Compensating Interest paid by the
Master Servicer and any amounts paid by any Servicer in respect of prepayment
interest shortfalls on the Mortgage Loans in such Mortgage Pool with respect
to
such Distribution Date, (iii) the portion of the Purchase Price allocable
to
interest (less Outstanding Advances, to the extent allocable to interest,
and
other amounts due the Master Servicer, the Servicers or the Trustee, to the
extent allocable to interest) of each Mortgage Loan that was purchased from
such
Mortgage Pool during the related Prepayment Period, (iv) the portion of any
Substitution Amount allocable to interest and paid during the related Prepayment
Period with respect to the Mortgage Loans in such Mortgage Pool and (v) all
Net
Liquidation Proceeds, Insurance Proceeds and other recoveries collected and
remittances made during the related Prepayment Period with respect to the
Mortgage Loans in such Mortgage Pool (including proceeds of Additional
Collateral), to the extent allocable to interest, less Outstanding Advances,
with respect to the Mortgage Loans in such Mortgage Pool, to the extent
allocable to interest, and the applicable Pool Percentage of other amounts
due
the Master Servicer, the Servicers or the Trustee, to the extent allocable
to
interest, as reduced by (b) the applicable Pool Percentage of any expenses
of
the Trustee reimbursable pursuant to this Agreement and not reimbursed pursuant
to clauses (a)(i), (a)(iii) or (a)(v) above.
36
Investment
Company Act:
The
Investment Company Act of 1940, as amended.
Junior
Mortgage Loan:
Not
applicable.
Latest
Possible Maturity Date:
The
Distribution Date following the third anniversary of the scheduled maturity
date
of the Mortgage Loan having the latest scheduled maturity date as of the
Closing
Date.
LIBOR:
With
respect to any Accrual Period other than the initial Accrual Period, the
rate
for one month United States dollar deposits that appears on the Telerate
Screen
Page 3750 as of 11:00 a.m., London time, on the related LIBOR Rate Adjustment
Date. “Telerate Screen Page 3750” means the display designated as page 3750 on
the Telerate Service (or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks). If such rate does not appear on such page (or such other page as
may
replace that page on that service, or if such service is no longer offered,
such
other service for displaying one-month LIBOR or comparable rates as may be
selected by the Master Servicer), the rate will be the Reference Bank Rate.
The
“Reference Bank Rate” will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the reference banks (which shall
be
three major banks that are engaged in transactions in the London interbank
market, selected by the Depositor) as of 11:00 a.m., London time, on the
LIBOR
Rate Adjustment Date to prime banks in the London interbank market for a
period
of one month in amounts approximately equal to the aggregate principal balance
of the LIBOR Certificates then outstanding. The Master Servicer will request
the
principal London office of each of the reference banks to provide a quotation
of
its rate. If at least two such quotations are provided, the rate will be
the
arithmetic mean of the quotations. If on such date fewer than two quotations
are
provided as requested, the rate will be the arithmetic mean of the rates
quoted
by one or more major banks in New York City, selected by the Master Servicer
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. If no such quotations can
be
obtained, the rate will be LIBOR for the prior Distribution Date.
LIBOR
for
the initial Accrual Period shall be 5.32%.
LIBOR
Business Day:
Any day
other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in the city of London, England or in The City of New York, New
York
are required or authorized by law to be closed.
37
LIBOR
Certificate:
Any
Group
2 Certificate or Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class B-1, Class
B-2 or Class B-3 Certificate.
LIBOR
Rate Adjustment Date:
With
respect to any Accrual Period (other than the initial Accrual Period),
the
second LIBOR Business Day immediately prior to the commencement of such Accrual
Period.
Liquidated
Mortgage Loan:
With
respect to
any
Distribution Date, any Mortgage Loan in respect of which the related Servicer
or
the Master Servicer, as applicable, has determined, in accordance with the
servicing procedures specified herein and in the applicable Servicing Agreement,
as of the end of the related Due Period, that all Liquidation 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
Expenses:
Customary and reasonable out-of-pocket expenses exclusive of overhead which
are
incurred by a Servicer or the Master Servicer in connection with the liquidation
of any defaulted Mortgage Loan, such expenses, including, without limitation,
legal fees and expenses, and any Outstanding Advances expended by any Servicer
or the Master Servicer with respect to such Mortgage Loan.
Liquidation
Proceeds:
With
respect to any Liquidated Mortgage Loan, any amounts (including the proceeds
of
any Insurance Policy and the proceeds from the sale of REO Property, and
including any FHA/VA Claim Proceeds not retained by the applicable Servicer
pursuant to the related Servicing Agreement) recovered by the Master Servicer
or
any Servicer in connection with such Liquidated Mortgage Loan, whether through
trustee’s sale, foreclosure sale or otherwise, other than amounts required to be
paid to the Mortgagor pursuant to the terms of the applicable Mortgage Loan
or
otherwise pursuant to law.
Loan
Collateral:
With
respect to any Mortgage Loan, the related Mortgaged Property and any personal
property securing the related Mortgage Loan, including any lessor’s interest in
such property, whether characterized or recharacterized as an ownership or
security interest, and including any accounts or deposits pledged to secure
such
Mortgage Loan, and any Additional Collateral.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan as of any date of determination, the fraction,
expressed as a percentage, the numerator of which is equal to the Principal
Balance of such Mortgage Loan as of such date, and the denominator of which
is
equal to the value of the related Mortgaged Property on the basis of (i)
the
lesser
of the
appraised value at origination or the sales price of such Mortgaged Property
or
(ii) a broker price opinion prepared after origination.
Loss
Amount:
With
respect to any Distribution Date, an amount equal to the aggregate of Realized
Losses incurred during the related Prepayment Period.
Manufactured
Home:
A new
or used unit of manufactured housing.
Manufactured
Housing Loan:
A
Mortgage Loan made to finance the purchase of a Manufactured Home.
38
Master
Servicer:
Xxxxx
Fargo Bank, N.A., or any successor or permitted assign under the terms of
this
Agreement.
Master
Servicer Remittance Date:
With
respect to any Distribution Date, the Business Day immediately preceding
such
Distribution Date.
Master
Servicer’s Monthly Report:
The
report containing the information described in Section 4.27 hereof.
Master
Servicing Fee:
Subject
to Section 4.13, with respect to each Distribution Date and each Mortgage
Loan,
the product of the Master Servicing Fee Rate and the Principal Balance or
principal amount of such Mortgage Loan as of the start of the related Due
Period
(or, in the case of the first Distribution Date, as of the Cut-off
Date).
Master
Servicing Fee Rate:
Subject
to Section 4.13, 0.015% per annum.
Maximum
Master Servicing Fee Rate:
0.035%
per annum.
MERS:
Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or
any
successor in interest thereto.
MERS
Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage, or an Assignment, has been
or
will be recorded in the name of MERS, as agent for the holder from time to
time
of the Mortgage Note.
Mixed
Use Property:
A
property occupied for both residential and commercial purposes.
Monthly
Payment:
The
scheduled monthly principal and interest payment on a Mortgage Loan for any
month, as such monthly payment may have been reduced by any Deficient Valuation.
The Monthly Payment on each Balloon Loan with a delinquent Balloon Payment
is
equal to the assumed monthly payment that would have been due on the related
Due
Date based on the original principal amortization schedule for such Balloon
Loan. The Monthly Payment for any Non-Monthly Mortgage Loan that provides
for
payments at two-week intervals shall be deemed to include all bi-weekly payments
due on such Mortgage Loan during the related Due Period.
Xxxxx’x:
Xxxxx’x
Investors Service, Inc., or any successor thereto.
Mortgage:
The
written instrument creating a valid lien on real property or a Manufactured
Home, which instrument may be in the form of a mortgage, deed of trust, deed
to
secure debt or security deed, certificate of title or other instrument creating
a lien on or interest in the Loan Collateral; or, in the case of a Cooperative
Loan, the Security Agreement.
Mortgage
File:
As
defined in Section 2.01 hereof.
Mortgage
Loan:
(a) either
39
(i) a
fixed
rate closed-end (which term includes a revolving line of credit under which
no
additional amounts may be drawn and a Holdback Mortgage Loan under which
Holdback Amounts may be disbursed or applied to principal) mortgage loan
and
promissory note or installment sale contract, including the right to payment
of
any interest or finance charges and other obligations of the Mortgagor with
respect thereto, listed on the Mortgage Loan Schedule and included as part
of
the Trust Fund; or
(ii) an
adjustable rate closed-end (which term includes a revolving line of credit
under
which no additional amounts may be drawn and a Holdback Mortgage Loan under
which Holdback Amounts may be disbursed or applied to principal) mortgage
loan
and promissory note or installment sale contract, including the right to
payment
of any interest or finance charges and other obligations of the Mortgagor
with
respect thereto, listed on the Mortgage Loan Schedule and included as part
of
the Trust Fund;
(b) all
security interests or liens and real and personal property subject thereto
from
time to time purporting to secure payment by the related Mortgagor;
(c) all
guarantees, indemnities and warranties and proceeds thereof, proceeds of
insurance policies, Uniform Commercial Code financing statements, certificates
of title or other title documentation and other agreements or arrangements
of
whatever character from time to time supporting or securing payment of such
Mortgage Loan;
(d) all
collections with respect to any of the foregoing;
(e) all
Records with respect to any of the foregoing; and
(f) all
proceeds of any of the foregoing.
Mortgage
Loan Certificate:
With
respect to each Mortgage Loan with FHA Insurance, the mortgage insurance
certificate evidencing such insurance.
Mortgage
Loan Negative Amortization:
With
respect to any Adjustable Rate Mortgage Loan that provides for negative
amortization, an amount added to the principal balance of such Mortgage Loan
pursuant to the terms of the related Mortgage Note, generally equal to the
excess, if any, of interest accrued at the Mortgage Rate for any month over
the
greater of (a) the amount of the Monthly Payment for such month and (b) the
amount of interest received in respect of such month from the related
Mortgagor.
Mortgage
Loan Schedule:
As of
any date, the list of Mortgage Loans included in the Trust Fund, attached
hereto
as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C,
Schedule I-D, Schedule I-E, Schedule I-F, Schedule I-G and Schedule I-H).
The
Mortgage Loan Schedule shall be prepared by or on behalf of the Depositor
and
shall set forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
40
(ii) the
Mortgagor’s name;
(iii) the
street address of the Mortgaged Property including the city, state and zip
code;
(iv) a
code
indicating whether the Mortgaged Property is owner-occupied;
(v) the
type
of residential dwelling, if any, constituting the Mortgaged
Property;
(vi) the
lien
position of such Mortgage Loan;
(vii) whether
such Mortgage Loan is a Balloon Loan;
(viii) whether
such Mortgage Loan is an Adjustable Rate Mortgage Loan or a Fixed Rate Mortgage
Loan;
(ix) the
original term to maturity (from origination or, if such Mortgage Loan has
been
modified, from modification);
(x) the
stated remaining months to maturity from the Cut-off Date based on the
amortization schedule;
(xi) the
Loan-to-Value Ratio or, in the case of Junior Mortgage Loans, the Combined
Loan-to-Value Ratio, at origination;
(xii) the
current Loan-to-Value Ratio or, in the case of Junior Mortgage Loans, the
current Combined Loan-to-Value Ratio;
(xiii) the
Mortgage Rate as of the Cut-off Date;
(xiv) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(xv) the
Due
Date currently in effect;
(xvi) the
stated maturity date;
(xvii) the
amount of the Monthly Payment due on the first Due Date on or after the Cut-off
Date;
(xviii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid principal
balance;
(xix) the
original principal amount of the Mortgage Loan;
(xx) the
outstanding scheduled principal balance of the Mortgage Loan as of the close
of
business on the Cut-off Date;
41
(xxi) in
the
case of each Adjustable Rate Mortgage Loan, the gross margin;
(xxii) a
code
indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, rate/term refinancing, cash-out refinancing);
(xxiii) in
the
case of each Adjustable Rate Mortgage Loan, the maximum mortgage
rate;
(xxiv) in
the
case of each Adjustable Rate Mortgage Loan, the minimum mortgage
rate;
(xxv) the
Mortgage Rate at origination;
(xxvi) in
the
case of each Adjustable Rate Mortgage Loan, the periodic rate cap;
(xxvii) in
the
case of each Adjustable Rate Mortgage Loan, the Index;
(xxviii)
in the
case of each Adjustable Rate Mortgage Loan, the first adjustment date
immediately following the Cut-off Date;
(xxix) in
the
case of each Adjustable Rate Mortgage Loan, the rounding code (nearest
0.125%);
(xxx) a
code
indicating the Servicer and related Servicing Fee Rate;
(xxxi) a
code
indicating whether such Mortgage Loan is a Pool PMI-Insured Mortgage
Loan;
(xxxii) a
code
identifying the Pool PMI Insurer, if any;
(xxxiii) whether
such Mortgage Loan provides for negative amortization;
(xxxiv)
in the
case of a Holdback Mortgage Loan, the related Holdback Amount;
(xxxv) whether
prepayment premiums or penalties or yield maintenance payments are to be
retained by the related Servicer or allocated to the Class P
Certificates;
(xxxvi) if
such
Mortgage Loan is a Retained Interest Mortgage Loan, the Retained Interest
Rate;
(xxxvii) a
code
identifying if such Mortgage Loan is a Cross-Collateralized Mortgage Loan,
and
the related Mortgage Loan(s);
(xxxviii) a
code
identifying if such Mortgage Loan is an Additional Collateral Mortgage Loan;
and
42
(xxxix) the
Mortgage Pool in which such Mortgage Loan is included.
Mortgage
Note:
The
original executed promissory note evidencing the indebtedness of a Mortgagor
under a Mortgage Loan or if such Mortgage is not evidenced by a promissory
note,
the original executed document or other instrument primarily evidencing the
indebtedness of the Mortgagor under such Mortgage Loan.
Mortgage
Pool:
Either
Pool 1 or Pool 2.
Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note, which is set forth in such
Mortgage Note.
Mortgaged
Property:
Any of
(x) the fee simple interest (or, in the case of certain commercial real estate,
leasehold interest) in real property, together with improvements thereto
and any
fixtures, leases and other real or personal property securing the related
Mortgage Note, (y) the related Manufactured Home or (z) in the case of a
Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing
the indebtedness of the Mortgagor under the related Mortgage Loan.
Mortgagor:
With
respect to any Mortgage Loan, the Person or Persons primarily obligated to
make
payments in respect thereto.
M&T
Bank:
Manufacturers and Traders Trust Company, a New York banking corporation,
or any
successor thereto.
Multifamily
Property:
A
multifamily residential rental property consisting of five or more dwelling
units.
Net
Insurance Proceeds:
With
respect to any Mortgage Loan, any Insurance Proceeds received with respect
thereto net of amounts payable therefrom to the Master Servicer or any Servicer
in respect of Outstanding Advances relating to such Mortgage Loan.
Net
Liquidation Proceeds:
With
respect to any Liquidated Mortgage Loan, Liquidation Proceeds net of amounts
payable therefrom to the Master Servicer or any Servicer in respect of
Liquidation Expenses and Outstanding Advances relating to such Mortgage
Loan.
Net
Mortgage Rate:
With
respect to each Mortgage Loan, with respect to any date of determination,
a rate
per annum equal to the excess of the Mortgage Rate in effect as of the Due
Date
in the preceding calendar month over the sum of the applicable Servicing
Fee
Rate, the Master Servicing Fee Rate, the Trustee Fee Rate, the Custodian
Fee
Rate, any lender-paid primary mortgage insurance premium expressed as an
annual
rate and, in the case of a Pool PMI-Insured Mortgage Loan, the Insurance
Fee
Rate, and, with respect to Mortgage Loans identified on the Mortgage Loan
Schedule as “Retained Interest Mortgage Loans,” the applicable Retained Interest
Rate.
Net
Prepayment Interest Excess:
With
respect to any Distribution Date, the excess, if any, of the Gross Prepayment
Interest Excess with respect to the Non-Servicer Obligated Mortgage Loans
for
such Distribution Date over the Gross Prepayment Interest Shortfall with
respect
to such Mortgage Loans for such Distribution Date.
43
Net
Prepayment Interest Shortfall:
With
respect to any Distribution Date, the excess, if any, of any Prepayment Interest
Shortfalls with respect to the Mortgage Loans for such Distribution Date
over
any amounts paid with respect to such shortfalls by the Servicers pursuant
to
the Servicing Agreements or by the Master Servicer pursuant to this
Agreement.
Net
Swap Payment:
With
respect to each Swap Payment Date, the sum of (i) the net payment required
to be
made pursuant to the terms of the Swap Agreement, which net payment shall
not
take into account any Swap Termination Payment, and (ii) any unpaid amounts
due
on previous Swap Payment Dates and accrued interest thereon as provided in
the
Swap Agreement, as calculated by the Swap Counterparty and furnished to the
Master Servicer and the Trustee.
New
York UCC:
The
Uniform Commercial Code as in effect in the State of New York.
Non-MERS
Mortgage Loan:
Any
Mortgage Loan other than a MERS Mortgage Loan.
Non-Monthly
Mortgage Loan:
Each
Mortgage Loan listed on Schedule I-C hereto.
Non-permitted
Foreign Holder:
Any
Person other than (A) a Person who is not a Non-U.S. Person or (B) a
Non-U.S. Person that holds a Residual Certificate in connection with the
conduct
of a trade or business within the United States and has furnished the transferor
and the Certificate Registrar with an effective Internal Revenue Service
Form
W-8ECI or successor form at the time and in the manner required by the
Code.
Non-Recoverable
Advance:
Any
Advance which a Servicer (or subservicer, to the extent such subservicer
makes
Advances on behalf of a Servicer), the Master Servicer or the Trustee, as
applicable, has determined in its good faith business judgment will not or,
in
the case of a proposed Advance, would not, be ultimately recoverable by such
Servicer (or subservicer), the Master Servicer or the Trustee from late
payments, Insurance Proceeds, Liquidation Proceeds and other collections
or
recoveries in respect of the related Mortgage Loan or REO Property. The
determination by a Servicer (or subservicer) or the Master Servicer that
it has
made a Non-Recoverable Advance shall be evidenced by an Officer’s Certificate
delivered to the Trustee and the Depositor (and in the case of a Servicer
(or
subservicer), the Master Servicer) setting forth such determination and the
procedures and considerations of such Servicer (or subservicer) or the Master
Servicer forming the basis of such determination, which shall include a copy
of
any information or reports obtained by a Servicer (or subservicer) or the
Master
Servicer which may support such determination.
Non-Servicer
Obligated Mortgage Loans:
Each
Mortgage Loan identified on Exhibit J hereto.
Non-U.S.
Person:
Any
person other than a “United States person” within the meaning of Section
7701(a)(30) of the Code.
44
Officer’s
Certificate:
With
respect to any Person, a certificate signed by an Authorized Officer of such
Person or, in the case of the Master Servicer or a Servicer, by a Servicing
Officer.
Opinion
of Counsel:
A
written opinion of counsel (who may be counsel to the Seller, the Depositor,
the
Master Servicer or a Servicer), which opinion is reasonably acceptable to
the
Trustee. With respect to any opinion dealing with federal income tax matters
and
as otherwise set forth in this Agreement, such counsel must (i) in fact be
independent of the Seller, the Depositor, the Master Servicer, the Trustee
and
each Servicer, (ii) not have any direct financial interest in the Seller,
the
Depositor, the Master Servicer, the Trustee or a Servicer or in any Affiliate
of
any of them and (iii) not be connected with the Seller, the Depositor, the
Master Servicer, the Trustee or a Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
Optimal
Interest Remittance Amount:
With
respect to each Distribution Date, an amount equal to the product of
(A)
(x) the weighted average of the Net Mortgage Rates of the Pool 1 Mortgage
Loans
as of the first day of the related Due Period divided
by
(y) 12 and (B) the Pool Balance for Pool 1 as of the first day of the related
Due Period (not including for this purpose Mortgage Loans in Pool 1 for which
prepayments in full have been received and distributed in the month prior
to
that Distribution Date), minus
any Net
Swap Payment and Swap Termination Payment (not due to a Swap Counterparty
Trigger Event) owed to the Swap Counterparty, to the extent not paid from
collections on the Pool 2 Mortgage Loans.
Originator:
The
Person that originated the Mortgage Loan pursuant to a written agreement
with
the related Mortgagor.
Outstanding
Advances:
As of
any date with respect to a Mortgage Loan, the total amount of Advances made
on
such Mortgage Loan for which the Master Servicer or any Servicer (or
subservicer, to the extent such subservicer makes Advances on behalf of the
Servicer) has not been reimbursed, to the extent that the Master Servicer
is
entitled to reimbursement hereunder or such Servicer is entitled to
reimbursement therefor pursuant to the applicable Servicing
Agreement.
Overcollateralization
Amount:
With
respect to any Distribution Date, the amount, if any, by which (a) the Aggregate
Pool Balance for such Distribution Date exceeds (b) the aggregate Class
Principal Balance of the Group 1 Certificates and the LIBOR Certificates
on such
date after giving effect to distributions on such Distribution Date. On the
Closing Date, the initial Overcollateralization Amount shall be approximately
equal to the product of (x) the Initial Overcollateralization Percentage
and (y)
the Aggregate Cut-off Date Pool Balance.
Overcollateralization
Floor:
With
respect to any Distribution date prior to May 2027, the product of (i) 0.50%
and
(ii) the Cut-off Date Aggregate Pool Balance. With respect to any Distribution
Date on or after May 2027, the greater of (a) the product of (i) 0.50% and
(ii)
the Cut-off Date Aggregate Pool Balance and (b) the sum of (i) the aggregate
Principal Balance of the Mortgage Loans with a remaining term to maturity
as of
the Cut-off Date greater than 30 years and (ii) the product of (x) 0.10%
and (y)
the Cut-off Date Aggregate Pool Balance.
45
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser
of (x)
the Principal Remittance Amounts for both Mortgage Pools for such Distribution
Date and (y) the amount, if any, by which (i) the Overcollateralization Amount
for such Distribution Date, calculated for this purpose on the basis of the
assumption that 100% of the Principal Remittance Amounts for both Mortgage
Pools
for such Distribution Date is applied on such date in reduction of the Class
Principal Balances of the Group 1 Certificates and the LIBOR Certificates,
exceeds (ii) the Targeted Overcollateralization Amount for such
Distribution Date.
Ownership
Interest:
With
respect 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.
Payahead:
With
respect to any Mortgage Loan and any Due Date therefor, any Monthly Payment
received by the applicable Servicer during any Due Period in addition to
the
Monthly Payment due on such Due Date and intended by the Mortgagor to be
applied
at a future Due Date.
PCAOB:
The
Public Company Accounting Oversight Board.
Percentage
Interest:
The
percentage interest (which may be expressed as a fraction) evidenced by any
Certificate, which is equal (i) with respect to any Certificate other than
a
Class X, Class P, Class RL or Class R Certificate to a fraction, the numerator
of which is the initial principal (or notional) balance of such Certificate,
and
the denominator of which is the initial Class Principal Balance (or Class
Notional Balance) of all Certificates of the same Class, and (ii) with respect
to any Class X, Class P, Class RL or Class R Certificate, the percentage
interest specified thereon.
Permitted
Transferee:
As defined in Section 5.02(d)(ii) hereof.
Person:
An
individual, partnership, corporation (including a statutory trust), joint
stock
company, limited liability company, trust, association, joint venture,
Governmental Authority or any other entity of whatever nature.
Plan:
An
employee benefit plan or other retirement arrangement which is subject to
Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
underlying assets include such plan’s or arrangement’s assets by reason of their
investment in the entity.
Policy:
With
respect to any FHA Mortgage Loan or VA Mortgage Loan, the applicable FHA
Insurance or VA Guaranty.
Pool
Balance:
With
respect to each Mortgage Pool and any Distribution Date, the aggregate of
the
Principal Balances of the Mortgage Loans in such Mortgage Pool for such
Distribution Date.
Pool
Percentage:
With
respect to each Mortgage Pool and any Distribution Date, the fraction, expressed
as a percentage, the numerator of which is the Pool Balance for such Mortgage
Pool for such Distribution Date and the denominator of which is the Aggregate
Pool Balance for such Distribution Date.
46
Pool
PMI Insurance Policy:
Not
applicable.
Pool
PMI Insurance Premium:
Not
applicable.
Pool
PMI-Insured Mortgage Loan:
Not
applicable.
Pool
PMI Insurer:
Not
applicable.
Pool
Subordinate Amount:
With respect to any Mortgage Pool and any Distribution Date, the excess of
the
Pool Balance for such Mortgage Pool as of the first day of the immediately
preceding Due Period over the sum of the aggregate Class Principal Balance
of
the Group 1 Certificates (in the case of Pool 1) and the Class Principal
Balance
of the Group 2 Certificates (in the case of Pool 2) immediately prior to
the
related Distribution Date.
Pool
1:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
as
being included in Pool 1.
Pool
1
Available Funds Cap:
With
respect to the Group 1 Certificates and any Distribution Date, (A)(1)(a)
the
aggregate of interest accrued (whether or not collected or advanced) for
the
related Due Period on the Pool 1 Mortgage Loans at the applicable Net Mortgage
Rates minus
(b) the
sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap
Counterparty (provided
that any
such Swap Termination Payment is not due to a Swap Counterparty Trigger Event)
to the extent not paid from collections on the Pool 2 Mortgage Loans and
(y) the
aggregate of interest accrued for the related Accrual Period on the A-IO(1)
Component for such Distribution Date, multiplied
by
(2) the
Senior Available Funds Cap Percentage,
divided by
(3) the
Class Principal Balance of the Group 1 Certificates immediately prior to
such
Distribution Date multiplied
by
(B)
12.
Pool
1
Excess Interest:
With
respect to any Distribution Date, the amount of any Interest Remittance Amount
for Pool 1 remaining after application pursuant to clauses (i) through (xii)
of
Section 6.05(b) on such Distribution Date.
Pool
2:
The
aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule
as
being included in Pool 2.
Pool
2
Available Funds Cap:
With
respect to the Group 2 Certificates and any Distribution Date, (A)(1)(a)
the
aggregate of interest accrued (whether or not collected or advanced) for
the
related Due Period on the Pool 2 Mortgage Loans at the applicable Net Mortgage
Rates minus
(b) the
sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap
Counterparty (provided
that any
such Swap Termination Payment is not due to a Swap Counterparty Trigger Event)
and (y) the aggregate of interest accrued for the related Accrual Period
on the
A-IO(2) Component for such Distribution Date, multiplied
by
(2) the
Senior Available Funds Cap Percentage,
divided by
(3) the
Class Principal Balance of the Group 2 Certificates immediately prior to
such
Distribution Date, multiplied
by
(B) the
fraction, expressed as a percentage, the numerator of which is 360, and the
denominator of which is the actual number of days in the related Accrual
Period.
47
Pool
2
Excess Interest:
With
respect to any Distribution Date, the amount of any Interest Remittance Amount
for Pool 2 remaining after application pursuant to clauses (i) through (xii)
of
Section 6.05(c) on such Distribution Date.
Pool
2
Net WAC:
With
respect to any Distribution Date, the weighted average (by Principal Balance)
of
the Net Mortgage Rates of the Pool 2 Mortgage Loans.
Pool
2
REMIC WAC:
As
defined in the Preliminary Statement to this Agreement.
Prepayment
in Full:
With
respect to any Mortgage Loan, a Mortgagor payment consisting of a Principal
Prepayment in the amount of the outstanding principal balance of such Mortgage
Loan, together with interest thereon at the related Mortgage Rate to the
date of
such prepayment, and resulting in the full satisfaction of such Mortgage
Loan.
Prepayment
Interest Shortfall:
With
respect to any Prepayment in Full, the excess, if any, of (i) one full month’s
interest on the related Mortgage Loan at the applicable Mortgage Rate (as
reduced by the Servicing Fee Rate) on the outstanding principal balance of
such
Mortgage Loan immediately prior to such prepayment over (ii) the amount of
interest actually received with respect to such Mortgage Loan in connection
with
such Principal Prepayment.
Prepayment
Period:
With
respect to any Distribution Date, the calendar month immediately preceding
the
month of such Distribution Date (or such other period as specified in the
applicable Servicing Agreement),
provided
that for
purposes of determining the Prepayment Period, each Distribution Date shall
be
deemed to occur on the 28th
calendar
day of the related month, regardless whether such day is a Business
Day.
Preservation
Expenses:
Reasonable and customary expenditures made by the Master Servicer or a Servicer
(or subservicer, to the extent such subservicer makes such expenditures on
behalf of a Servicer) in connection with a foreclosed Mortgage Loan prior
to the
liquidation thereof, including, without limitation, expenditures for real
estate
property taxes and assessments, payments to senior lienholders or holders
of any
ground lease, hazard insurance premiums, property restoration or
preservation.
Primary
Mortgage Insurance Policy:
Any
Pool PMI Insurance Policy, and any other policy of primary mortgage guaranty
insurance issued by an insurance company, FHA Insurance or a VA Guaranty
with
respect to any Mortgage Loan.
Principal
Balance:
With
respect to any Mortgage Loan as of any Distribution Date, the principal balance
of such Mortgage Loan remaining to be paid by the Mortgagor as of the Cut-off
Date after deduction of all Monthly Payments due on or before the Cut-off
Date,
plus
any
Mortgage Loan Negative Amortization, minus
the sum
of (i) all principal collected or advanced in respect of Monthly Payments
due
after the Cut-off Date through the last day of the related Due Period and
(ii)
all Principal Prepayments received, and the principal portion of all Liquidation
Proceeds, Insurance Proceeds and other unscheduled recoveries collected (other
than Subsequent Recoveries), through the last day of the related Prepayment
Period.
Principal
Distribution Amount:
With
respect to each Mortgage Pool and any Distribution Date, the Principal
Remittance Amount for such Mortgage Pool and such Distribution Date minus
the
Overcollateralization Release Amount, if any, allocable to such Mortgage
Pool,
determined on the basis of the Principal Remittance Amount for such Mortgage
Pool.
48
Principal
Prepayment:
With
respect to any Mortgage Loan, any payment of principal made by the related
Mortgagor in advance of the Due Date therefor other than the principal portion
of (i) Monthly Payments other than Balloon Payments and (ii)
Payaheads.
Principal
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, to the extent conveyed
to the Trustee hereunder and received by the Master Servicer, the sum of
(i) all
principal collected (other than Payaheads) or advanced or otherwise remitted
in
respect of Monthly Payments on the Mortgage Loans in such Mortgage Pool during
the related Due Period, (ii) all Prepayments in Full or partial Principal
Prepayments received (or Prepayments in Full on Non-Servicer Obligated Mortgage
Loans remitted by the related Servicer to the Master Servicer on a daily
basis,
which are deemed by the Master Servicer to have been received) during the
applicable Prepayment Period on the Mortgage Loans in such Mortgage Pool,
(iii)
the portion of the Purchase Price of each Mortgage Loan that was purchased
from
such Mortgage Pool during the related Prepayment Period allocable to principal,
(iv) the portion of any Substitution Amount allocable to principal paid
during the related Prepayment Period with respect to the Mortgage Loans in
such
Mortgage Pool, (v) all Net Liquidation Proceeds, including Subsequent
Recoveries, Insurance Proceeds and other recoveries collected and remittances
made during the related Prepayment Period (including proceeds of Additional
Collateral) with respect to the Mortgage Loans in such Mortgage Pool, to
the
extent allocable to principal, and (vi) any Holdback Amount applied in reduction
of the principal balance of a Mortgage Loan in such Mortgage Pool during
the
applicable Prepayment Period, as reduced, in each case, to the extent provided
in this Agreement or the applicable Servicing Agreement, by Outstanding Advances
with respect to the Mortgage Loans in such Mortgage Pool, to the extent
allocable to principal, and the applicable Pool Percentage of other amounts
due
to the Master Servicer, the Servicers or the Trustee, hereunder or under
the
Servicing Agreements, to the extent not reimbursed from amounts allocable
to
interest on the related Mortgage Loans for such Distribution Date.
Proprietary
Lease:
With
respect to any Cooperative Property, a lease or occupancy agreement between
a
Cooperative Corporation and a holder of related Cooperative Shares.
Prospectus:
The
prospectus supplement dated April 13, 2007, together with the accompanying
prospectus dated April 11, 2007, relating to the Group 1 Certificates, the
Class
A-IO Certificates and the LIBOR Certificates, together with any supplement
thereto.
Purchase
Agreement:
The
Mortgage Loan Purchase Agreement dated as of April 1, 2007, by and between
the
Seller and the Depositor, providing for the transfer of the Mortgage Loans
(other than the Re-sold Mortgage Loans) to the Depositor.
Purchase
Price:
With
respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid
principal balance of such Mortgage Loan immediately prior to the repurchase
date, (ii) any accrued and unpaid interest thereon from the date as to which
interest was last paid to (but not including) the date of purchase, calculated
at the Mortgage Rate thereon, (iii) any unreimbursed Servicing Advances with
respect to such Mortgage Loan, and (iv) the
amount of any costs and damages incurred by the Trust Fund as a result of
any
violation of any predatory or abusive lending law arising from or in connection
with the origination of such Mortgage Loan.
49
Qualified
Substitute Mortgage Loan:
A
mortgage loan substituted for a Deleted 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 the Principal Balance of the Deleted Mortgage Loan as of the Due
Date
in the calendar month during which the substitution occurs, (ii) have a Mortgage
Rate not less than (and not more than one percentage point in excess of)
the
Mortgage Rate of the Deleted Mortgage Loan (taking into account the rate
of any
retained interest, if applicable), (iii) in the case of any Adjustable Rate
Mortgage Loan, have a maximum Mortgage Rate not less than the maximum Mortgage
Rate on the Deleted Mortgage Loan, (iv) in the case of any Adjustable Rate
Mortgage Loan, have a minimum Mortgage Rate not less than the minimum Mortgage
Rate of the Deleted Mortgage Loan, (v) in the case of any Adjustable Rate
Mortgage Loan, have a gross margin not less than (and not more than one
percentage point in excess of) the gross margin of the Deleted Mortgage Loan,
(vi) in the case of any Adjustable Rate Mortgage Loan, have a next adjustment
date not more than two months later than the next adjustment date on the
Deleted
Mortgage Loan, (vii) have a remaining term to maturity not greater than (and
not
more than one year less than) that of the Deleted Mortgage Loan (provided,
however,
that in
no case shall such substitute mortgage loan have a maturity date later than
the
Final Scheduled Distribution Date), (viii) have the same Due Date as the
Due
Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio (or a
Combined Loan-to-Value Ratio, as applicable) and an Effective Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio and Effective Loan-to-Value Ratio, respectively (or Combined Loan-to-Value
Ratio, as applicable) of the Deleted Mortgage Loan as of such date, (x) be
an
FHA Mortgage Loan if the Deleted Mortgage Loan was an FHA Mortgage Loan and
be a
VA Mortgage Loan if the Deleted Mortgage Loan was a VA Mortgage Loan, (xi)
not
be more than 29 days delinquent in payment, (xii) be a Pool PMI-Insured Mortgage
Loan if the Deleted Mortgage Loan was a Pool PMI-Insured Mortgage Loan and
(xiii) conform to the representations and warranties set forth in Section
6 of
the Purchase Agreement or Section 6 of the related Revolving Purchase Agreement
applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clause (ii) hereof shall
be
determined on the basis of weighted average Mortgage Rates, the terms described
in clause (vii) hereof shall be determined on the basis of weighted average
remaining term to maturity (provided
that the
stated maturity date of any such mortgage loan shall not be later than the
Final
Scheduled Distribution Date), the Loan-to-Value Ratios (or Combined
Loan-to-Value Ratios, as applicable) described in clause (ix) 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 (x) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.
Rating
Agency:
Each of
Fitch, Xxxxx’x and S&P.
Ratings
Requirement:
With
respect to any action to which the Ratings Requirement applies, that each
Rating
Agency shall have been given 10 days (or such shorter period as is acceptable
to
each Rating Agency) prior notice thereof and that each Rating Agency shall
have
notified the Depositor and the Trustee in writing that such action will not
result in a reduction or withdrawal of the then current rating of the rated
Certificates.
50
Readjustment
Act:
The
Serviceman’s Readjustment Act of 1944, as amended.
Real
Estate:
All
Loan Collateral as to which perfection is governed by state real estate statutes
or other state real estate law.
Realized
Loss:
An
amount determined by the applicable Servicer and evidenced by an Officer’s
Certificate of such Servicer delivered to the Master Servicer pursuant to
the
applicable Servicing Agreement, in connection with any Mortgage Loan equal
to
(a) with respect to any Liquidated Mortgage Loan (other than a Liquidated
Mortgage Loan with respect to which a Deficient Valuation has occurred),
the
excess of the Principal Balance of such Liquidated Mortgage Loan plus
interest
thereon at a rate equal to the sum of the applicable Mortgage Rate less the
Servicing Fee Rate from the Due Date as to which interest was last paid up
to
the Due Date next succeeding such liquidation over proceeds, if any, received
in
connection with such liquidation, after application of all withdrawals permitted
to be made by the related Servicer or the Master Servicer from the related
Custodial Account or the Collection Account with respect to such Mortgage
Loan,
or (b) with respect to any Mortgage Loan which has become the subject of
a
Deficient Valuation, the excess of the Principal Balance of the Mortgage
Loan
over the principal amount as reduced in connection with the proceedings
resulting in the Deficient Valuation.
Recognition
Agreement:
With
respect to any Cooperative Loan, an agreement between the related Cooperative
Corporation and the originator of such Mortgage Loan to establish the rights
of
such originator in the related Cooperative Property.
Record
Date:
With
respect to any Distribution Date and each Class of Certificates other than
the
Group 1 Certificates, the close of business on the Business Day immediately
preceding such Distribution Date; and with respect to the Group 1 Certificates,
the close of business on the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs (or the Closing
Date,
in the case of the first Distribution Date), provided
that for
purposes of determining the Record Date for the Group 1 Certificates, each
Distribution Date shall be deemed to occur on the 28th
calendar
day of the related month, regardless whether such day is a Business
Day.
Records:
All
documents, books, records and other information (including, without limitation,
computer programs, tapes, disks, punch cards, data processing software and
related property and rights) prepared and maintained by the Servicers and
the
Master Servicer or by or on behalf of the Seller with respect to the Mortgage
Loans and the related Mortgagors.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 -
229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission
in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or
as may be provided by the Commission or its staff from time to
time.
51
Regulations:
FHA
Regulations or VA Regulations, as the case may be.
Relevant
Servicing Criteria:
The
Servicing Criteria applicable to each party as set forth on Exhibit P-1 hereto.
Multiple parties can have responsibility for the same Relevant Servicing
Criteria. With respect to a Servicing Function Participant engaged by the
Master
Servicer, the Trustee or a Servicer, the term “Relevant Servicing Criteria” may
refer to a portion of the Relevant Servicing Criteria applicable to such
parties.
Relevant
UCC:
The
Uniform Commercial Code as in effect in the applicable
jurisdiction.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
1:
As described in the Preliminary Statement to this Agreement.
REMIC
2:
As described in the Preliminary Statement to this Agreement.
REMIC
3:
As described in the Preliminary Statement to this Agreement.
REMIC
4:
As described in the Preliminary Statement to this Agreement.
REMIC
3 Net WAC Rate:
As
described in the Preliminary Statement to this Agreement at footnote (3)
under
the table describing REMIC 4.
REMIC
Change of Law:
Any
proposed, temporary or final regulation, revenue ruling, revenue procedure
or
other official announcement or interpretation relating to REMICs and the
REMIC
Provisions issued after the Closing Date.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at sections 860A through 860G of Subchapter
M
of Chapter 1 of the Code, and related provisions, and regulations promulgated
thereunder, as the foregoing may be in effect from time to time as well as
provisions of applicable state laws.
Removable
Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgagor fails to make the first Monthly
Payment of principal and interest due after the Closing Date.
Rents
from Real Property:
With
respect to any REO Property, gross income of the character described in Section
856(d) of the Code as being included in the term “rents from real
property.”
REO
Imputed Payment:
With
respect to any REO Property, for any calendar month during which such REO
Property was at any time part of the Trust Fund, an amount equal to the
scheduled Monthly Payment that would have been due on the related Mortgage
Loan
were such Mortgage Loan still outstanding, after giving effect to any adjustment
of the Mortgage Rate, if applicable.
52
REO
Property:
Loan
Collateral acquired by the Trustee, or by the Master Servicer or any Servicer
(or agent or nominee thereof) on behalf of the Trustee, through foreclosure
or
deed-in-lieu of foreclosure or otherwise in connection with a defaulted Mortgage
Loan.
Reportable
Event:
As
defined in Section 4.31(a) hereof.
Request
For Release:
The
form set forth as Exhibit E hereto.
Required
Certificateholders:
Holders
who hold Certificates evidencing not less than 51% of the aggregate Voting
Rights of the Certificates; provided,
however,
that
for purposes of Section 10.05(b), such percentage shall be increased to
66-2/3%.
Reserve
Fund:
The
reserve fund established and maintained by the Trustee as an Eligible Account
pursuant to Section 6.02(a)(iii) of this Agreement, which reserve fund is
an
asset of the Trust Fund but not of any REMIC.
Reserve
Fund Requirement:
With
respect to any Distribution Date, the greater of (i) the Targeted
Overcollateralization Amount for such Distribution Date minus
the
Overcollateralization Amount for such Distribution Date and (ii)
zero.
Residual
Certificate:
Any
Class R or Class RL Certificate.
Re-sold
Mortgage Loan:
Any
2003-G Re-sold Mortgage Loan, 2005-A Re-sold Mortgage Loan or 2005-E Re-sold
Mortgage Loan.
Responsible
Officer:
Any
Vice President, any Assistant Vice President, any Assistant Secretary, any
Assistant Treasurer, any Corporate Trust officer or any other officer of
the
Trustee customarily performing functions similar to those performed by any
of
the above-designated officers and also, with respect to a particular matter,
any
other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject, in each case having
direct responsibility for the administration of this Agreement.
Restricted
Certificate:
Each of
the Class X, Class P, Class R and Class RL Certificates.
Retained
Certificates:
The
Class B-2 and Class B-3
Certificates.
Retained
Interest:
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
a
“Retained Interest Mortgage Loan,” interest in respect of each such Mortgage
Loan retained by any Retained Interest Holder at the related Retained Interest
Rate and remitted to such Retained Interest Holder pursuant to the related
Servicing Agreement or pursuant to Section 4.08, as applicable.
Retained
Interest Holder:
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
a
“Retained Interest Mortgage Loan,” the retained interest holder so specified
thereon.
Retained
Interest Rate:
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
a
“Retained Interest Mortgage Loan,” the per annum rate so specified
thereon.
53
Revolving
Purchase Agreement:
Each of
the 2003-G Revolving Purchase Agreement, the 2005-A Revolving Purchase Agreement
and the 2005-E Revolving Purchase Agreement.
Revolving
Trust:
Each of
the 2003-G Revolving Trust, the 2004-B Revolving Trust, the 2005-A Revolving
Trust and the 2005-E Revolving Trust.
Rolling
Three Month Delinquency Rate:
With
respect to any Distribution Date, an amount equal to the average of the 60-Day
Delinquency Rates for each of the three (or one or two, in the case of the
first
and second Distribution Dates, respectively) immediately preceding months,
provided
that for
purposes of determining the Rolling Three Month Delinquency Rate, each
Distribution Date shall be deemed to occur on the 28th
calendar
day of the related month, regardless whether such day is a Business
Day.
S&P:
Standard and Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
Xxxxxxxx-Xxxxx
Certification:
As
defined in Section 4.31(c) hereof.
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Intermediary:
The
Person acting as Securities Intermediary under this Agreement (which initially
is U.S. Bank National Association), its successor in interest, and any successor
Securities Intermediary appointed pursuant to Section 6.02(c).
Security
Agreement:
With
respect to any Cooperative Loan, the agreement between the owner of the related
Cooperative Shares and the originator of the related Mortgage Loan that defines
the terms of the security interest in such Cooperative Shares and the related
Proprietary Lease.
Security
Entitlement:
The
meaning specified in Section 8-102(a)(17) of the New York UCC.
Seller:
Bayview
Financial, L.P., as seller under the Purchase Agreement.
Seller
Retained Interest Rate:
Not
applicable.
Senior
Certificate:
Any
Class A-IO Certificate, Group 1 Certificate or Group 2 Certificate.
Senior
Available Funds Cap Percentage:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the aggregate Class Principal Balance of the Group
1
Certificates and the Group 2 Certificates and the denominator of which is
the
aggregate Class Principal Balance of the Group 1 Certificates and the LIBOR
Certificates, in each case immediately prior to that Distribution
Date.
Service(s)(ing):
With
respect to Regulation AB, the act of servicing and administering the Mortgage
Loans or any other assets of the Trust Fund by an entity that meets the
definition of “servicer” set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in Item 1108 of Regulation AB. Any
uncapitalized occurrence of this term shall have the meaning commonly understood
by participants in the residential mortgage-backed securitization
market.
54
Servicer:
The
Servicers shall be BLS, M&T Bank, Washington Mutual Bank, PHH Mortgage
Corporation, Aurora Loan Services, Inc., GMAC Mortgage, LLC, Washington Mutual
Mortgage Securities Corp. and CitiMortgage, Inc. and their respective successors
and assigns.
Servicer
Remittance Date:
As
defined in the applicable Servicing Agreement.
Servicing
Advance:
The
reasonable “out-of-pocket” costs and expenses incurred by the Servicers (or any
subservicer, to the extent such subservicer incurs such costs and expenses
on
behalf of a Servicer) or the Master Servicer in connection with a default,
delinquency or other unanticipated event in the performance of their respective
servicing obligations or master servicing obligations, including, but not
limited to, the cost of (i) the preservation, restoration and protection
of a
Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, in respect of a particular Mortgage Loan, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any
REO
Property and (iv) all Preservation Expenses. Servicing Fees and Master Servicing
Fees, to the extent not paid when due, shall be deemed, and shall be
reimbursable as, a Servicing Advance.
Servicing
Agreement:
Any
written contract for the servicing of the Mortgage Loans to which the Trustee
is
either a party or a third party beneficiary. A list of the Servicing Agreements
(including servicing acknowledgement agreements, if any) with respect to
the
Servicers as of the Closing Date is attached hereto as Exhibit H.
Servicing
Criteria:
The
criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
may
be amended from time to time.
Servicing
Fee:
With
respect to each Distribution Date and each Mortgage Loan, the product of
the
applicable per annum Servicing Fee Rate and the Principal Balance or the
unpaid
principal balance, as applicable, of such Mortgage Loan immediately preceding
the applicable Servicer Remittance Date.
Servicing
Fee Rate:
With
respect to each Mortgage Loan, the per annum rate specified in the related
Servicing Agreement and the Mortgage Loan Schedule.
Servicing
Function Participant:
Any
Subservicer, Subcontractor or any other Person, other than a Servicer, the
Master Servicer or the Trustee, that is participating in the servicing function
within the meaning of Regulation AB, unless such Person’s activities relate only
to 5% or fewer of the Mortgage Loans.
Servicing
Officer:
Any
officer or employee of the Servicer or Master Servicer involved in, or
responsible for, the administration and servicing or master servicing,
respectively, of Mortgage Loans whose name appears on a list of servicing
officers attached to Officer’s Certificates furnished to the Master Servicer and
the Trustee, respectively, as such lists may be amended from time to
time.
55
Servicing
Rights Owner:
The
owner of the servicing rights under any Servicing Agreement.
Servicing
Standard:
Shall
have the meaning assigned thereto in each Servicing Agreement.
Simple
Interest Mortgage Loans:
The
Mortgage Loans listed in Schedule I-A attached hereto.
Sponsor:
Bayview
Financial, L.P.
Stepdown
Date:
The
latest to occur of (i) the Distribution Date in May 2010, (ii) the first
Distribution Date on which the Aggregate Pool Balance is equal to or less
than
50.00% of the Cut-off Date Aggregate Pool Balance and (iii) the first
Distribution Date on which the Enhancement Percentage (calculated for this
purpose after
giving
effect to payments or other recoveries in respect of the Mortgage Loans during
the related Due Period but before
giving
effect to distributions on the Certificates on such Distribution Date) for
each
Class of Group 1 Certificates and each Class of LIBOR Certificates is greater
than or equal to the applicable percentage set forth below:
|
Class
|
Percentage
|
|
1-A1,
1-A2, 1-A3,
1-A4,
1-A5, 2-A
|
32.60%
|
|
M-1
|
22.50%
|
|
M-2
|
19.50%
|
|
M-3
|
14.60%
|
|
M-4
|
12.30%
|
|
B-1
|
10.10%
|
|
B-2
|
8.10%
|
|
B-3
|
6.00%
|
|
|
Subcontractor:
Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Mortgage
Loans
under the direction or authority of any Servicer (or a Subservicer of any
Servicer), the Master Servicer or the Trustee.
Subordinate
Available Funds Cap:
With
respect to each Class of Subordinate Certificates that is a Class of LIBOR
Certificates, (A)(1)(a) the aggregate of interest accrued (whether or not
collected or advanced) for the related Due Period on all Mortgage Loans at
the
applicable Net Mortgage Rates minus
(b) the
sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap
Counterparty (provided
that any
such Swap Termination Payment is not due to a Swap Counterparty Trigger Event)
and (y) the aggregate of interest accrued for the related Accrual Period
on the
Senior Certificates (excluding any Basis Risk Shortfalls and Unpaid Basis
Risk
Shortfalls), divided
by (2)
the
aggregate Class Principal Balance of the Subordinate Certificates immediately
prior to such Distribution Date multiplied
by
(B) the
fraction, expressed as a percentage, the numerator of which is 360 and the
denominator of which is the actual number of days in the related Accrual
Period.
56
Subordinate
Certificate:
Any
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 or Class
B-3
Certificate.
Subordination
Trigger Event:
A
Subordination Trigger Event will have occurred with respect to any Distribution
Date if the Enhancement Percentage for any Class of Group 1 Certificates
or any
Class of LIBOR Certificates for the immediately preceding Distribution Date
is
less than the applicable percentage set forth below:
|
Class
|
Percentage
|
|
1-A1,
1-A2,
1-A3,
1-A4,
1-A5,
2-A
|
32.60%
|
|
M-1
|
22.50%
|
|
M-2
|
19.50%
|
|
M-3
|