MORGAN STANLEY ABS CAPITAL I INC., Depositor, COUNTRYWIDE HOME LOANS SERVICING LP, Servicer, SAXON MORTGAGE SERVICES, INC., Servicer, NC CAPITAL CORPORATION, Responsible Party, and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee
XXXXXX
XXXXXXX ABS CAPITAL I INC.,
Depositor,
COUNTRYWIDE
HOME LOANS SERVICING LP,
Servicer,
SAXON
MORTGAGE SERVICES, INC.,
Servicer,
NC
CAPITAL CORPORATION,
Responsible
Party,
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of January 1, 2007
XXXXXX
XXXXXXX ABS CAPITAL I INC. TRUST 2007-NC1
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES 2007-NC1
[
TABLE
OF
CONTENTS
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
ARTICLE
II
|
|
|
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
|
|
|
Section
2.01
|
Conveyance
of Mortgage Loans
|
|
Section
2.02
|
Acceptance
by the Trustee of the Mortgage Loans
|
|
Section
2.03
|
Representations
and Warranties; Remedies for Breaches of Representations and Warranties
with Respect to the Mortgage Loans
|
|
Section
2.04
|
Execution
and Delivery of Certificates
|
|
Section
2.05
|
REMIC
Matters
|
|
Section
2.06
|
Representations
and Warranties of the Depositor
|
|
Section
2.07
|
Enforcement
of Obligations for Breach of Mortgage Loan
Representations.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
|
|
|
Section
3.01
|
Servicers
to Service Mortgage Loans.
|
|
Section
3.02
|
Subservicing
Agreements between a Servicer and Subservicers
|
|
Section
3.03
|
Successor
Subservicers
|
|
Section
3.04
|
Liability
of the Servicers
|
|
Section
3.05
|
No
Contractual Relationship between Subservicers and the
Trustee
|
|
Section
3.06
|
Assumption
or Termination of Subservicing Agreements by Trustee
|
|
Section
3.07
|
Collection
of Certain Mortgage Loan Payments
|
|
Section
3.08
|
Subservicing
Accounts
|
|
Section
3.09
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts
|
|
Section
3.10
|
Collection
Accounts
|
|
Section
3.11
|
Withdrawals
from the Collection Accounts
|
|
Section
3.12
|
Investment
of Funds in the related Collection Account and the Distribution
Account
|
|
Section
3.13
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage
|
|
Section
3.14
|
Enforcement
of “Due-on-Sale” Clauses; Assumption Agreements
|
|
Section
3.15
|
Realization
upon Defaulted Mortgage Loans
|
|
Section
3.16
|
Release
of Mortgage Files
|
|
Section
3.17
|
Title,
Conservation and Disposition of REO Property
|
|
Section
3.18
|
Notification
of Adjustments
|
|
Section
3.19
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans
|
|
Section
3.20
|
Documents,
Records and Funds in Possession of the Servicers to Be Held for
the
Trustee
|
|
Section
3.21
|
Servicing
Compensation
|
|
Section
3.22
|
Annual
Statement as to Compliance
|
|
Section
3.23
|
Annual
Reports on Assessment of Compliance with Servicing Criteria; Annual
Independent Public Accountants’ Attestation Report
|
|
Section
3.24
|
Trustee
to Act as Servicer
|
|
Section
3.25
|
Compensating
Interest
|
|
Section
3.26
|
Credit
Reporting; Xxxxx-Xxxxx-Xxxxxx Act
|
|
Section
3.27
|
Optional
Purchase of Delinquent Mortgage
Loans
|
|
ARTICLE
IV
|
|
|
DISTRIBUTIONS
AND ADVANCES BY THE SERVICER
|
|
|
Section
4.01
|
Advances
|
|
Section
4.02
|
Priorities
of Distribution
|
|
Section
4.03
|
Monthly
Statements to Certificateholders
|
|
Section
4.04
|
Certain
Matters Relating to the Determination of LIBOR
|
|
Section
4.05
|
Allocation
of Applied Realized Loss Amounts
|
|
Section
4.06
|
Swap
Account
|
|
ARTICLE
V
|
|
|
THE
CERTIFICATES
|
|
|
Section
5.01
|
The
Certificates
|
|
Section
5.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates
|
|
Section
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates
|
|
Section
5.04
|
Persons
Deemed Owners
|
|
Section
5.05
|
Access
to List of Certificateholders’ Names and Addresses
|
|
Section
5.06
|
Maintenance
of Office or Agency
|
|
ARTICLE
VI
|
|
|
THE
DEPOSITOR AND THE SERVICERS
|
|
|
Section
6.01
|
Respective
Liabilities of the Depositor and the Servicer
|
|
Section
6.02
|
Merger
or Consolidation of the Depositor or the Servicers
|
|
Section
6.03
|
Limitation
on Liability of the Depositor, the Servicers and Others
|
|
Section
6.04
|
Limitation
on Resignation of a Servicer
|
|
Section
6.05
|
Additional
Indemnification by the Servicers; Third Party
Claims
|
|
ARTICLE
VII
|
|
|
DEFAULT
|
|
|
Section
7.01
|
Events
of Default
|
|
Section
7.02
|
Trustee
to Act; Appointment of Successor
|
|
Section
7.03
|
Notification
to Certificateholders
|
|
ARTICLE
VIII
|
|
|
CONCERNING
THE TRUSTEE
|
|
|
Section
8.01
|
Duties
of the Trustee
|
|
Section
8.02
|
Certain
Matters Affecting the Trustee
|
|
Section
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans
|
|
Section
8.04
|
Trustee
May Own Certificates
|
|
Section
8.05
|
Trustee’s
Fees and Expenses
|
|
Section
8.06
|
Eligibility
Requirements for the Trustee
|
|
Section
8.07
|
Resignation
and Removal of the Trustee
|
|
Section
8.08
|
Successor
Trustee
|
|
Section
8.09
|
Merger
or Consolidation of the Trustee
|
|
Section
8.10
|
Appointment
of Co-Trustee or Separate Trustee
|
|
Section
8.11
|
Tax
Matters
|
|
Section
8.12
|
Periodic
Filings
|
|
Section
8.13
|
Tax
Treatment of Swap Payments and Swap Termination
Payments
|
|
Section
8.14
|
Distributions
on the REMIC Regular Interests
|
|
Section
8.15
|
Certain
Interest Shortfalls on the REMIC Regular Interests.
|
|
Section
8.16
|
Allocation
of Realized Losses to the REMIC Regular
Interests.
|
|
ARTICLE
IX
|
|
|
TERMINATION
|
|
|
Section
9.01
|
Termination
upon Liquidation or Purchase of the Mortgage Loans
|
|
Section
9.02
|
Final
Distribution on the Certificates
|
|
Section
9.03
|
Additional
Termination Requirements
|
|
ARTICLE
X
|
|
|
MISCELLANEOUS
PROVISIONS
|
|
|
Section
10.01
|
Amendment
|
|
Section
10.02
|
Recordation
of Agreement; Counterparts
|
|
Section
10.03
|
Governing
Law
|
|
Section
10.04
|
Intention
of Parties
|
|
Section
10.05
|
Notices
|
|
Section
10.06
|
Severability
of Provisions
|
|
Section
10.07
|
Assignment;
Sales; Advance Facilities
|
|
Section
10.08
|
Limitation
on Rights of Certificateholders
|
|
Section
10.09
|
Inspection
and Audit Rights
|
|
Section
10.10
|
Certificates
Nonassessable and Fully Paid
|
|
Section
10.11
|
Rule
of Construction
|
|
Section
10.12
|
Waiver
of Jury Trial
|
|
Section
10.13
|
Rights
of the Swap Provider
|
|
Section
10.14
|
Regulation
AB Compliance; Intent of the Parties; Reasonableness. The parties
hereto
acknowledge that interpretations of the requirements of Regulation
AB may
change over time, whether due to interpretive guidance provided
by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agree
to comply
with all reasonable requests made by the Depositor in good faith
for
delivery of information under these provisions on the basis of
evolving
interpretations of Regulation
AB
|
SCHEDULES
|
Schedule I
|
Mortgage
Loan Schedule
|
|
Schedule II
|
Representations
and Warranties of Countrywide Servicing, as Servicer
|
|
Schedule III
|
Representations
and Warranties of the Responsible Party as to the Mortgage
Loans
|
|
Schedule IV
|
Representations
and Warranties of the Responsible Party as to the Responsible
Party
|
|
Schedule V
|
Representations
and Warranties of Xxxxxx Xxxxxxx ABS Capital I Inc. as to the
Mortgage Loans
|
|
Schedule VI
|
Representations
and Warranties of Saxon, as
Servicer
|
EXHIBITS
|
Exhibit A
|
Form
of Class A, Class M and Class B
Certificate
|
|
Exhibit B
|
Form
of Class P Certificate
|
|
Exhibit C
|
Form
of Residual Certificates
|
|
Exhibit D
|
Form
of Class X Certificate
|
|
Exhibit E
|
Form
of Initial Certification of Trustee
|
|
Exhibit F
|
Form
of Document Certification and Exception Report of
Trustee
|
|
Exhibit G
|
Form
of Residual Transfer Affidavit
|
|
Exhibit H
|
Form
of Transferor Certificate
|
|
Exhibit I
|
Form
of Rule 144A Letter
|
|
Exhibit J
|
Form
of Request for Release
|
|
Exhibit K
|
Form
of Contents for Each Mortgage File
|
|
Exhibit L
|
Form
of Certification to be provided with Form 10-K
|
|
Exhibit M
|
Form
of Certification to be provided by the Trustee to be provided to
Depositor
|
|
Exhibit N
|
Form
of Certification to be provided by Saxon to the
Depositor
|
|
Exhibit O
|
Form
of Servicer Power of Attorney
|
|
Exhibit P
|
Servicing
Criteria
|
|
Exhibit
Q
|
Additional
Form 10-D Disclosure
|
|
Exhibit
R
|
Additional
Form 10-K Disclosure
|
|
Exhibit
S
|
Form
8-K Disclosure Information
|
|
Exhibit
T
|
Interest
Rate Swap Agreement
|
|
Exhibit U
|
Purchase
Agreement
|
|
Exhibit V
|
Form
of Additional Disclosure Notification
|
|
Exhibit
W-1
|
Form
of Saxon Servicer Reports
|
|
Exhibit
W-2
|
Form
of Countrywide Servicing Servicer Reports
|
|
Exhibit
X
|
Form
of Countrywide Amendment to Regulation AB
|
|
Exhibit
Y
|
Representations
and Warranties Agreement
|
|
Exhibit
Z
|
Interest
Rate Cap Agreement
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of January 1, 2007, among XXXXXX
XXXXXXX ABS CAPITAL I INC., a Delaware corporation, as depositor (the
“Depositor”),
COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as a servicer
(“Countrywide
Servicing”),
SAXON
MORTGAGE SERVICES, INC., a Texas corporation, as a servicer (“Saxon”
and
together with Countrywide Servicing, the “Servicers”),
NC
CAPITAL CORPORATION, a California corporation, as responsible party (the
“Responsible
Party”),
and
DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee
(the “Trustee”).
W
I T
N E S S E T H:
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
REMIC
I
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Trust Fund (exclusive of the Excess Reserve Fund
Account and, for the avoidance of doubt, the Supplemental Interest Trust and
the
Swap Agreement) as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC I”. The Class R-I Interest will
represent the sole class of “residual interests” in REMIC I for purposes of the
REMIC Provisions.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
I Pass-Through Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I Regular Interests. None
of the REMIC I Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
I
|
(2)
|
$
|
158,280,212.97
|
November
2036
|
|||
|
I-1-A
|
(2)
|
$
|
5,376,801.32
|
November
2036
|
|||
|
I-1-B
|
(2)
|
$
|
5,376,801.32
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
5,150,793.94
|
November
2036
|
|||
|
I-2-B
|
(2)
|
$
|
5,150,793.94
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
4,932,030.80
|
November
2036
|
|||
|
I-3-B
|
(2)
|
$
|
4,932,030.80
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
4,722,629.87
|
November
2036
|
|||
|
I-4-B
|
(2)
|
$
|
4,722,629.87
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
4,522,187.83
|
November
2036
|
|||
|
I-5-B
|
(2)
|
$
|
4,522,187.83
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
4,330,318.79
|
November
2036
|
|||
|
I-6-B
|
(2)
|
$
|
4,330,318.79
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
4,146,653.56
|
November
2036
|
|||
|
I-7-B
|
(2)
|
$
|
4,146,653.56
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
3,986,430.23
|
November
2036
|
|||
|
I-8-B
|
(2)
|
$
|
3,986,430.23
|
November
0000
|
|||
|
X-0-X
|
(2)
|
$
|
19,054,858.27
|
November
2036
|
|||
|
I-9-B
|
(2)
|
$
|
19,054,858.27
|
November
2036
|
|||
|
I-10-A
|
(2)
|
$
|
4,294,053.80
|
November
2036
|
|||
|
I-10-B
|
(2)
|
$
|
4,294,053.80
|
November
2036
|
|||
|
I-11-A
|
(2)
|
$
|
2,771,450.53
|
November
2036
|
|||
|
I-11-B
|
(2)
|
$
|
2,771,450.53
|
November
2036
|
|||
|
I-12-A
|
(2)
|
$
|
2,655,924.48
|
November
2036
|
|||
|
I-12-B
|
(2)
|
$
|
2,655,924.48
|
November
2036
|
|||
|
I-13-A
|
(2)
|
$
|
2,545,260.32
|
November
2036
|
|||
|
I-13-B
|
(2)
|
$
|
2,545,260.32
|
November
2036
|
|||
|
I-14-A
|
(2)
|
$
|
2,455,064.89
|
November
2036
|
|||
|
I-14-B
|
(2)
|
$
|
2,455,064.89
|
November
2036
|
|||
|
I-15-A
|
(2)
|
$
|
17,805,984.83
|
November
2036
|
|||
|
I-15-B
|
(2)
|
$
|
17,805,984.83
|
November
2036
|
|||
|
I-16-A
|
(2)
|
$
|
2,909,240.29
|
November
2036
|
|||
|
I-16-B
|
(2)
|
$
|
2,909,240.29
|
November
2036
|
|||
|
I-17-A
|
(2)
|
$
|
1,426,451.27
|
November
2036
|
|||
|
I-17-B
|
(2)
|
$
|
1,426,451.27
|
November
2036
|
|||
|
I-18-A
|
(2)
|
$
|
1,369,301.64
|
November
2036
|
|||
|
I-18-B
|
(2)
|
$
|
1,369,301.64
|
November
2036
|
|||
|
I-19-A
|
(2)
|
$
|
1,322,715.81
|
November
2036
|
|||
|
I-19-B
|
(2)
|
$
|
1,322,715.81
|
November
2036
|
|||
|
I-20-A
|
(2)
|
$
|
1,556,295.96
|
November
2036
|
|||
|
I-20-B
|
(2)
|
$
|
1,556,295.96
|
November
2036
|
|||
|
I-21-A
|
(2)
|
$
|
11,037,242.00
|
November
2036
|
|||
|
I-21-B
|
(2)
|
$
|
11,037,242.00
|
November
2036
|
|||
|
I-22-A
|
(2)
|
$
|
1,609,253.25
|
November
2036
|
|||
|
I-22-B
|
(2)
|
$
|
1,609,253.25
|
November
2036
|
|||
|
I-23-A
|
(2)
|
$
|
644,558.62
|
November
2036
|
|||
|
I-23-B
|
(2)
|
$
|
644,558.62
|
November
2036
|
|||
|
I-24-A
|
(2)
|
$
|
621,002.05
|
November
2036
|
|||
|
I-24-B
|
(2)
|
$
|
621,002.05
|
November
2036
|
|||
|
I-25-A
|
(2)
|
$
|
606,652.51
|
November
2036
|
|||
|
I-25-B
|
(2)
|
$
|
606,652.51
|
November
2036
|
|||
|
I-26-A
|
(2)
|
$
|
865,764.57
|
November
2036
|
|||
|
I-26-B
|
(2)
|
$
|
865,764.57
|
November
2036
|
|||
|
I-27-A
|
(2)
|
$
|
1,568,957.77
|
November
2036
|
|||
|
I-27-B
|
(2)
|
$
|
1,568,957.77
|
November
2036
|
|||
|
I-28-A
|
(2)
|
$
|
601,028.99
|
November
2036
|
|||
|
I-28-B
|
(2)
|
$
|
601,028.99
|
November
2036
|
|||
|
I-29-A
|
(2)
|
$
|
454,018.97
|
November
2036
|
|||
|
I-29-B
|
(2)
|
$
|
454,018.97
|
November
2036
|
|||
|
I-30-A
|
(2)
|
$
|
437,946.76
|
November
2036
|
|||
|
I-30-B
|
(2)
|
$
|
437,946.76
|
November
2036
|
|||
|
I-31-A
|
(2)
|
$
|
427,192.20
|
November
2036
|
|||
|
I-31-B
|
(2)
|
$
|
427,192.20
|
November
2036
|
|||
|
I-32-A
|
(2)
|
$
|
572,499.33
|
November
2036
|
|||
|
I-32-B
|
(2)
|
$
|
572,499.33
|
November
2036
|
|||
|
I-33-A
|
(2)
|
$
|
971,170.61
|
November
2036
|
|||
|
I-33-B
|
(2)
|
$
|
971,170.61
|
November
2036
|
|||
|
I-34-A
|
(2)
|
$
|
416,124.46
|
November
2036
|
|||
|
I-34-B
|
(2)
|
$
|
416,124.46
|
November
2036
|
|||
|
I-35-A
|
(2)
|
$
|
330,696.25
|
November
2036
|
|||
|
I-35-B
|
(2)
|
$
|
330,696.25
|
November
2036
|
|||
|
I-36-A
|
(2)
|
$
|
319,304.67
|
November
2036
|
|||
|
I-36-B
|
(2)
|
$
|
319,304.67
|
November
2036
|
|||
|
I-37-A
|
(2)
|
$
|
308,301.32
|
November
2036
|
|||
|
I-37-B
|
(2)
|
$
|
308,301.32
|
November
2036
|
|||
|
I-38-A
|
(2)
|
$
|
297,673.10
|
November
2036
|
|||
|
I-38-B
|
(2)
|
$
|
297,673.10
|
November
2036
|
|||
|
I-39-A
|
(2)
|
$
|
287,407.38
|
November
2036
|
|||
|
I-39-B
|
(2)
|
$
|
287,407.38
|
November
2036
|
|||
|
I-40-A
|
(2)
|
$
|
277,491.99
|
November
2036
|
|||
|
I-40-B
|
(2)
|
$
|
277,491.99
|
November
2036
|
|||
|
I-41-A
|
(2)
|
$
|
267,915.05
|
November
2036
|
|||
|
I-41-B
|
(2)
|
$
|
267,915.05
|
November
2036
|
|||
|
I-42-A
|
(2)
|
$
|
258,665.22
|
November
2036
|
|||
|
I-42-B
|
(2)
|
$
|
258,665.22
|
November
2036
|
|||
|
I-43-A
|
(2)
|
$
|
251,155.05
|
November
2036
|
|||
|
I-43-B
|
(2)
|
$
|
251,155.05
|
November
2036
|
|||
|
I-44-A
|
(2)
|
$
|
254,661.57
|
November
2036
|
|||
|
I-44-B
|
(2)
|
$
|
254,661.57
|
November
2036
|
|||
|
I-45-A
|
(2)
|
$
|
250,534.88
|
November
2036
|
|||
|
I-45-B
|
(2)
|
$
|
250,534.88
|
November
2036
|
|||
|
I-46-A
|
(2)
|
$
|
225,187.83
|
November
2036
|
|||
|
I-46-B
|
(2)
|
$
|
225,187.83
|
November
2036
|
|||
|
I-47-A
|
(2)
|
$
|
215,769.27
|
November
2036
|
|||
|
I-47-B
|
(2)
|
$
|
215,769.27
|
November
2036
|
|||
|
I-48-A
|
(2)
|
$
|
208,310.44
|
November
2036
|
|||
|
I-48-B
|
(2)
|
$
|
208,310.44
|
November
2036
|
|||
|
I-49-A
|
(2)
|
$
|
202,547.05
|
November
2036
|
|||
|
I-49-B
|
(2)
|
$
|
202,547.05
|
November
2036
|
|||
|
I-50-A
|
(2)
|
$
|
207,912.09
|
November
2036
|
|||
|
I-50-B
|
(2)
|
$
|
207,912.09
|
November
2036
|
|||
|
I-51-A
|
(2)
|
$
|
205,044.70
|
November
2036
|
|||
|
I-51-B
|
(2)
|
$
|
205,044.70
|
November
2036
|
|||
|
I-52-A
|
(2)
|
$
|
181,105.55
|
November
2036
|
|||
|
I-52-B
|
(2)
|
$
|
181,105.55
|
November
2036
|
|||
|
I-53-A
|
(2)
|
$
|
173,201.03
|
November
2036
|
|||
|
I-53-B
|
(2)
|
$
|
173,201.03
|
November
2036
|
|||
|
I-54-A
|
(2)
|
$
|
167,214.18
|
November
2036
|
|||
|
I-54-B
|
(2)
|
$
|
167,214.18
|
November
2036
|
|||
|
I-55-A
|
(2)
|
$
|
162,252.22
|
November
2036
|
|||
|
I-55-B
|
(2)
|
$
|
162,252.22
|
November
2036
|
|||
|
I-56-A
|
(2)
|
$
|
163,708.60
|
November
2036
|
|||
|
I-56-B
|
(2)
|
$
|
163,708.60
|
November
2036
|
|||
|
I-57-A
|
(2)
|
$
|
160,498.10
|
November
2036
|
|||
|
I-57-B
|
(2)
|
$
|
160,498.10
|
November
2036
|
|||
|
I-58-A
|
(2)
|
$
|
145,336.06
|
November
2036
|
|||
|
I-58-B
|
(2)
|
$
|
145,336.06
|
November
2036
|
|||
|
I-59-A
|
(2)
|
$
|
139,374.38
|
November
2036
|
|||
|
I-59-B
|
(2)
|
$
|
139,374.38
|
November
2036
|
|||
|
I-60-A
|
(2)
|
$
|
134,553.08
|
November
2036
|
|||
|
I-60-B
|
(2)
|
$
|
134,553.08
|
November
2036
|
|||
|
I-61-A
|
(2)
|
$
|
3,708,492.69
|
November
2036
|
|||
|
I-61-B
|
(2)
|
$
|
3,708,492.69
|
November
2036
|
|||
|
II
|
(2)
|
$
|
320,055,893.20
|
November
2036
|
|||
|
II-1-A
|
(2)
|
$
|
10,872,337.28
|
November
2036
|
|||
|
II-1-B
|
(2)
|
$
|
10,872,337.28
|
November
2036
|
|||
|
II-2-A
|
(2)
|
$
|
10,415,331.66
|
November
2036
|
|||
|
II-2-B
|
(2)
|
$
|
10,415,331.66
|
November
2036
|
|||
|
II-3-A
|
(2)
|
$
|
9,972,974.50
|
November
2036
|
|||
|
II-3-B
|
(2)
|
$
|
9,972,974.50
|
November
2036
|
|||
|
II-4-A
|
(2)
|
$
|
9,549,548.48
|
November
2036
|
|||
|
II-4-B
|
(2)
|
$
|
9,549,548.48
|
November
2036
|
|||
|
II-5-A
|
(2)
|
$
|
9,144,238.07
|
November
2036
|
|||
|
II-5-B
|
(2)
|
$
|
9,144,238.07
|
November
2036
|
|||
|
II-6-A
|
(2)
|
$
|
8,756,263.01
|
November
2036
|
|||
|
II-6-B
|
(2)
|
$
|
8,756,263.01
|
November
2036
|
|||
|
II-7-A
|
(2)
|
$
|
8,384,876.69
|
November
2036
|
|||
|
II-7-B
|
(2)
|
$
|
8,384,876.69
|
November
2036
|
|||
|
II-8-A
|
(2)
|
$
|
8,060,891.87
|
November
2036
|
|||
|
II-8-B
|
(2)
|
$
|
8,060,891.87
|
November
2036
|
|||
|
II-9-A
|
(2)
|
$
|
38,530,500.53
|
November
2036
|
|||
|
II-9-B
|
(2)
|
$
|
38,530,500.53
|
November
2036
|
|||
|
II-10-A
|
(2)
|
$
|
8,682,932.20
|
November
2036
|
|||
|
II-10-B
|
(2)
|
$
|
8,682,932.20
|
November
2036
|
|||
|
II-11-A
|
(2)
|
$
|
5,604,102.37
|
November
2036
|
|||
|
II-11-B
|
(2)
|
$
|
5,604,102.37
|
November
2036
|
|||
|
II-12-A
|
(2)
|
$
|
5,370,499.12
|
November
2036
|
|||
|
II-12-B
|
(2)
|
$
|
5,370,499.12
|
November
2036
|
|||
|
II-13-A
|
(2)
|
$
|
5,146,727.03
|
November
2036
|
|||
|
II-13-B
|
(2)
|
$
|
5,146,727.03
|
November
2036
|
|||
|
II-14-A
|
(2)
|
$
|
4,964,344.41
|
November
2036
|
|||
|
II-14-B
|
(2)
|
$
|
4,964,344.41
|
November
2036
|
|||
|
II-15-A
|
(2)
|
$
|
36,005,175.07
|
November
2036
|
|||
|
II-15-B
|
(2)
|
$
|
36,005,175.07
|
November
2036
|
|||
|
II-16-A
|
(2)
|
$
|
5,882,724.66
|
November
2036
|
|||
|
II-16-B
|
(2)
|
$
|
5,882,724.66
|
November
2036
|
|||
|
II-17-A
|
(2)
|
$
|
2,884,402.53
|
November
2036
|
|||
|
II-17-B
|
(2)
|
$
|
2,884,402.53
|
November
2036
|
|||
|
II-18-A
|
(2)
|
$
|
2,768,841.26
|
November
2036
|
|||
|
II-18-B
|
(2)
|
$
|
2,768,841.26
|
November
2036
|
|||
|
II-19-A
|
(2)
|
$
|
2,674,640.84
|
November
2036
|
|||
|
II-19-B
|
(2)
|
$
|
2,674,640.84
|
November
2036
|
|||
|
II-20-A
|
(2)
|
$
|
3,146,959.24
|
November
2036
|
|||
|
II-20-B
|
(2)
|
$
|
3,146,959.24
|
November
2036
|
|||
|
II-21-A
|
(2)
|
$
|
22,318,216.85
|
November
2036
|
|||
|
II-21-B
|
(2)
|
$
|
22,318,216.85
|
November
2036
|
|||
|
II-22-A
|
(2)
|
$
|
3,254,043.25
|
November
2036
|
|||
|
II-22-B
|
(2)
|
$
|
3,254,043.25
|
November
2036
|
|||
|
II-23-A
|
(2)
|
$
|
1,303,350.88
|
November
2036
|
|||
|
II-23-B
|
(2)
|
$
|
1,303,350.88
|
November
2036
|
|||
|
II-24-A
|
(2)
|
$
|
1,255,717.55
|
November
2036
|
|||
|
II-24-B
|
(2)
|
$
|
1,255,717.55
|
November
2036
|
|||
|
II-25-A
|
(2)
|
$
|
1,226,701.59
|
November
2036
|
|||
|
II-25-B
|
(2)
|
$
|
1,226,701.59
|
November
2036
|
|||
|
II-26-A
|
(2)
|
$
|
1,750,647.63
|
November
2036
|
|||
|
II-26-B
|
(2)
|
$
|
1,750,647.63
|
November
2036
|
|||
|
II-27-A
|
(2)
|
$
|
3,172,562.48
|
November
2036
|
|||
|
II-27-B
|
(2)
|
$
|
3,172,562.48
|
November
2036
|
|||
|
II-28-A
|
(2)
|
$
|
1,215,330.36
|
November
2036
|
|||
|
II-28-B
|
(2)
|
$
|
1,215,330.36
|
November
2036
|
|||
|
II-29-A
|
(2)
|
$
|
918,063.93
|
November
2036
|
|||
|
II-29-B
|
(2)
|
$
|
918,063.93
|
November
2036
|
|||
|
II-30-A
|
(2)
|
$
|
885,564.59
|
November
2036
|
|||
|
II-30-B
|
(2)
|
$
|
885,564.59
|
November
2036
|
|||
|
II-31-A
|
(2)
|
$
|
863,818.00
|
November
2036
|
|||
|
II-31-B
|
(2)
|
$
|
863,818.00
|
November
2036
|
|||
|
II-32-A
|
(2)
|
$
|
1,157,641.02
|
November
2036
|
|||
|
II-32-B
|
(2)
|
$
|
1,157,641.02
|
November
2036
|
|||
|
II-33-A
|
(2)
|
$
|
1,963,787.34
|
November
2036
|
|||
|
II-33-B
|
(2)
|
$
|
1,963,787.34
|
November
2036
|
|||
|
II-34-A
|
(2)
|
$
|
841,438.09
|
November
2036
|
|||
|
II-34-B
|
(2)
|
$
|
841,438.09
|
November
2036
|
|||
|
II-35-A
|
(2)
|
$
|
668,695.20
|
November
2036
|
|||
|
II-35-B
|
(2)
|
$
|
668,695.20
|
November
2036
|
|||
|
II-36-A
|
(2)
|
$
|
645,660.48
|
November
2036
|
|||
|
II-36-B
|
(2)
|
$
|
645,660.48
|
November
2036
|
|||
|
II-37-A
|
(2)
|
$
|
623,410.78
|
November
2036
|
|||
|
II-37-B
|
(2)
|
$
|
623,410.78
|
November
2036
|
|||
|
II-38-A
|
(2)
|
$
|
601,919.65
|
November
2036
|
|||
|
II-38-B
|
(2)
|
$
|
601,919.65
|
November
2036
|
|||
|
II-39-A
|
(2)
|
$
|
581,161.52
|
November
2036
|
|||
|
II-39-B
|
(2)
|
$
|
581,161.52
|
November
2036
|
|||
|
II-40-A
|
(2)
|
$
|
561,111.76
|
November
2036
|
|||
|
II-40-B
|
(2)
|
$
|
561,111.76
|
November
2036
|
|||
|
II-41-A
|
(2)
|
$
|
541,746.40
|
November
2036
|
|||
|
II-41-B
|
(2)
|
$
|
541,746.40
|
November
2036
|
|||
|
II-42-A
|
(2)
|
$
|
523,042.48
|
November
2036
|
|||
|
II-42-B
|
(2)
|
$
|
523,042.48
|
November
2036
|
|||
|
II-43-A
|
(2)
|
$
|
507,856.30
|
November
2036
|
|||
|
II-43-B
|
(2)
|
$
|
507,856.30
|
November
2036
|
|||
|
II-44-A
|
(2)
|
$
|
514,946.78
|
November
2036
|
|||
|
II-44-B
|
(2)
|
$
|
514,946.78
|
November
2036
|
|||
|
II-45-A
|
(2)
|
$
|
506,602.27
|
November
2036
|
|||
|
II-45-B
|
(2)
|
$
|
506,602.27
|
November
2036
|
|||
|
II-46-A
|
(2)
|
$
|
455,348.42
|
November
2036
|
|||
|
II-46-B
|
(2)
|
$
|
455,348.42
|
November
2036
|
|||
|
II-47-A
|
(2)
|
$
|
436,303.33
|
November
2036
|
|||
|
II-47-B
|
(2)
|
$
|
436,303.33
|
November
2036
|
|||
|
II-48-A
|
(2)
|
$
|
421,220.96
|
November
2036
|
|||
|
II-48-B
|
(2)
|
$
|
421,220.96
|
November
2036
|
|||
|
II-49-A
|
(2)
|
$
|
409,566.90
|
November
2036
|
|||
|
II-49-B
|
(2)
|
$
|
409,566.90
|
November
2036
|
|||
|
II-50-A
|
(2)
|
$
|
420,415.46
|
November
2036
|
|||
|
II-50-B
|
(2)
|
$
|
420,415.46
|
November
2036
|
|||
|
II-51-A
|
(2)
|
$
|
414,617.35
|
November
2036
|
|||
|
II-51-B
|
(2)
|
$
|
414,617.35
|
November
2036
|
|||
|
II-52-A
|
(2)
|
$
|
366,210.40
|
November
2036
|
|||
|
II-52-B
|
(2)
|
$
|
366,210.40
|
November
2036
|
|||
|
II-53-A
|
(2)
|
$
|
350,226.82
|
November
2036
|
|||
|
II-53-B
|
(2)
|
$
|
350,226.82
|
November
2036
|
|||
|
II-54-A
|
(2)
|
$
|
338,120.92
|
November
2036
|
|||
|
II-54-B
|
(2)
|
$
|
338,120.92
|
November
2036
|
|||
|
II-55-A
|
(2)
|
$
|
328,087.43
|
November
2036
|
|||
|
II-55-B
|
(2)
|
$
|
328,087.43
|
November
2036
|
|||
|
II-56-A
|
(2)
|
$
|
331,032.35
|
November
2036
|
|||
|
II-56-B
|
(2)
|
$
|
331,032.35
|
November
2036
|
|||
|
II-57-A
|
(2)
|
$
|
324,540.45
|
November
2036
|
|||
|
II-57-B
|
(2)
|
$
|
324,540.45
|
November
2036
|
|||
|
II-58-A
|
(2)
|
$
|
293,881.54
|
November
2036
|
|||
|
II-58-B
|
(2)
|
$
|
293,881.54
|
November
2036
|
|||
|
II-59-A
|
(2)
|
$
|
281,826.52
|
November
2036
|
|||
|
II-59-B
|
(2)
|
$
|
281,826.52
|
November
2036
|
|||
|
II-60-A
|
(2)
|
$
|
272,077.47
|
November
2036
|
|||
|
II-60-B
|
(2)
|
$
|
272,077.47
|
November
2036
|
|||
|
II-61-A
|
(2)
|
$
|
7,498,879.16
|
November
2036
|
|||
|
II-61-B
|
(2)
|
$
|
7,498,879.16
|
November
2036
|
|||
|
P
|
(3)
|
$
|
100.00
|
November
2036
|
|||
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
|
(3)
|
The
REMIC I Regular Interest LT-P will not be entitled to distributions
of
interest.
|
REMIC
II
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests) for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC II.”
The R-II Interest will represent the sole class of “residual interests” in REMIC
II for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the Uncertificated REMIC II Pass-Through Rate, the
Initial Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests. None of the REMIC II
Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC
II
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||
|
LT-AA
|
(2)
|
$
|
612,503,852.22
|
November
2036
|
|
|
LT-A1
|
(2)
|
$
|
1,602,795.00
|
November
2036
|
|
|
LT-A2a
|
(2)
|
$
|
1,634,700.00
|
November
2036
|
|
|
LT-A2b
|
(2)
|
$
|
508,450.00
|
November
2036
|
|
|
LT-A2c
|
(2)
|
$
|
675,900.00
|
November
2036
|
|
|
LT-A2d
|
(2)
|
$
|
421,925.00
|
November
2036
|
|
|
LT-M1
|
(2)
|
$
|
250,000.00
|
November
2036
|
|
|
LT-M2
|
(2)
|
$
|
290,625.00
|
November
2036
|
|
|
LT-M3
|
(2)
|
$
|
96,875.00
|
November
2036
|
|
|
LT-M4
|
(2)
|
$
|
125,000.00
|
November
2036
|
|
|
LT-M5
|
(2)
|
$
|
118,750.00
|
November
2036
|
|
|
LT-M6
|
(2)
|
$
|
68,750.00
|
November
2036
|
|
|
LT-B1
|
(2)
|
$
|
100,000.00
|
November
2036
|
|
|
LT-B2
|
(2)
|
$
|
46,875.00
|
November
2036
|
|
|
LT-B3
|
(2)
|
$
|
78,125.00
|
November
2036
|
|
|
LT-B4
|
(2)
|
$
|
53,125.00
|
November
2036
|
|
|
LT-ZZ
|
(2)
|
$
|
6,428,183.62
|
November
2036
|
|
|
LT-IO
|
(2)
|
(3)
|
November
2036
|
||
|
LT-P
|
(4)
|
$
|
100.00
|
November
2036
|
|
|
LT-1SUB
|
(2)
|
$
|
9,306.56
|
November
2036
|
|
|
LT-1GRP
|
(2)
|
$
|
41,362.21
|
November
2036
|
|
|
LT-2SUB
|
(2)
|
$
|
18,818.83
|
November
2036
|
|
|
LT-2GRP
|
(2)
|
$
|
83,638.22
|
November
2036
|
|
|
LT-XX
|
(2)
|
$
|
624,850,805.02
|
November
2036
|
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest LT-IO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount,
as defined herein.
|
|
(4)
|
The
REMIC II Regular Interest LT-P will not be entitled to distributions
of
interest.
|
REMIC
III
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC III”. The R-III Interest will represent the sole class of “residual
interests” in REMIC III for purposes of the REMIC Provisions. The following
table irrevocably sets forth the Class designation, Pass-Through Rate and
Initial Certificate Principal Balance for each Class of Certificates or REMIC
III Regular Interests that represents one or more of the “regular interests” in
REMIC III created hereunder:
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
A-1
|
$
|
320,559,000.00
|
(2)
|
November
2036
|
|
Class
A-2a
|
$
|
326,940,000.00
|
(2)
|
November
2036
|
|
Class
A-2b
|
$
|
101,690,000.00
|
(2)
|
November
2036
|
|
Class
A-2c
|
$
|
135,180,000.00
|
(2)
|
November
2036
|
|
Class
A-2d
|
$
|
84,385,000.00
|
(2)
|
November
2036
|
|
Class
M-1
|
$
|
50,000,000.00
|
(2)
|
November
2036
|
|
Class
M-2
|
$
|
58,125,000.00
|
(2)
|
November
2036
|
|
Class
M-3
|
$
|
19,375,000.00
|
(2)
|
November
2036
|
|
Class
M-4
|
$
|
25,000,000.00
|
(2)
|
November
2036
|
|
Class
M-5
|
$
|
23,750,000.00
|
(2)
|
November
2036
|
|
Class
M-6
|
$
|
13,750,000.00
|
(2)
|
November
2036
|
|
Class
B-1
|
$
|
20,000,000.00
|
(2)
|
November
2036
|
|
Class
B-2
|
$
|
9,375,000.00
|
(2)
|
November
2036
|
|
Class
B-3
|
$
|
15,625,000.00
|
(2)
|
November
2036
|
|
Class
B-4
|
$
|
10,625,000.00
|
(2)
|
November
2036
|
|
Class
X Interest(3)
|
$
|
35,628,861.67
|
(2)
|
November
2036
|
|
Class
P Interest
|
$
|
100.00
|
N/A(4)
|
November
2036
|
|
Class
IO Interest
|
(5)
|
(6)
|
November
2036
|
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
The
Class X Interest will not accrue interest on its Certificate Principal
Balance, but will accrue interest at the Class X Pass-Through Rate
on the
Notional Amount of the Class X Interest outstanding from time to
time
which shall equal the aggregate Uncertificated Principal Balance
of the
REMIC II Regular Interests (other than REMIC II Regular Interest
LT-P and
REMIC II Regular Interest LT-IO).
|
|
(4)
|
The
Class P Interest will not be entitled to distributions of
interest.
|
|
(5)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC II Regular Interest
LT-IO.
|
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest LT-IO.
|
REMIC
IV
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Class X Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC IV”.
The R-IV Interest will represent the sole class of “residual interests” in REMIC
IV for purposes of the REMIC Provisions. The following table irrevocably sets
forth the Class designation, Pass-Through Rate and Initial Certificate Principal
Balance for the Class X Certificates:
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
Class
X
|
$ 35,628,861.67
|
(2)
|
November
2036
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class X Certificates will not have a Pass-Through Rate, but will
be
entitled to 100% of amounts distributed on the Class X
Interest.
|
REMIC
V
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC V”.
The R-V Interest will represent the sole class of “residual interests” in REMIC
V for purposes of the REMIC Provisions. The following table irrevocably sets
forth the Class designation, Pass-Through Rate and Initial Certificate Principal
Balance for the Class P Certificates:
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
Class
P
|
$100.00
|
(2)
|
November
2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class P Certificates will not have a Pass-Through Rate, but will
be
entitled to 100% of amounts distributed on the Class P
Interest.
|
REMIC
VI
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC VI”.
The R-VI Interest will represent the sole class of “residual interests” in REMIC
VI for purposes of the REMIC Provisions. The following table irrevocably sets
forth the Class designation, Pass-Through Rate and Initial Certificate Principal
Balance for REMIC VI Regular Interest Swap-IO:
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
Swap-IO
|
N/A
|
(2)
|
November
2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
REMIC
VI Regular Interest Swap-IO will not have a Pass-Through Rate, but
will be
entitled to 100% of amounts distributed on the Class IO
Interest.
|
The
minimum denomination for each Class of Certificates, other than the
Class P, Class R, Class R-X and Class X Certificates, will be
$25,000 with integral multiples of $1 in excess thereof. The minimum
denomination for the Class P and the Class X Certificates will each be
a 1% Percentage Interest in such Class. The Class R and Class R-X
Certificates will represent a 100% Percentage Interest in such
Class.
It
is
expected that each Class of Certificates will receive its final distribution
of
principal and interest on or prior to the Final Scheduled Distribution
Date.
Set
forth
below are designations of Classes of Certificates to the categories used
herein:
|
Book-Entry
Certificates
|
All
Classes of Certificates other than the Physical
Certificates.
|
|
Class A
Certificates
|
Class
A-1, Class A-2a, Class A-2b, Class A-2c and Class
A-2d.
|
|
Delay
Certificates
|
None.
|
ERISA-Restricted
|
Certificates
|
Residual
Certificates, Class P Certificates and Class X Certificates; any
certificate with a rating below the lowest applicable permitted rating
under the Underwriters’ Exemption.
|
|
Non-Delay
Certificates
|
Class A,
Class X and Subordinated
Certificates.
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private
Certificates.
|
|
Physical
Certificates
|
Class P,
Class X and Residual
Certificates.
|
|
Private
Certificates
|
Class P,
Class X and Residual
Certificates.
|
|
Rating
Agencies
|
Moody’s
and Standard & Poor’s.
|
|
Regular
Certificates
|
All
Classes of Certificates other than the Residual
Certificates.
|
|
Residual
Certificates
|
Class R
and Class R-X Certificates.
|
|
Subordinated
Certificates
|
Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates.
|
ARTICLE
I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
“Accepted
Servicing Practices”:
With
respect to any Mortgage Loan, those mortgage servicing practices set forth
in
Section 3.01(a) of this Agreement.
“Account”:
Any of the related Collection Accounts, the Distribution Account, any Escrow
Account, the Excess Reserve Fund Account or the Swap Account. Each Account
shall
be an Eligible Account.
“Accrued
Certificate Interest Distribution Amount”: With respect to any Distribution Date
for each Class of Offered Certificates, the amount of interest accrued during
the related Interest Accrual Period at the applicable Pass-Through Rate on
the
related Class Certificate Balance immediately prior to such Distribution Date,
as reduced by such Class’s share of Net Prepayment Interest Shortfalls and
Relief Act Interest Shortfalls for such Distribution Date allocated to such
Class pursuant to Section 4.02.
“Adjustable
Rate Mortgage Loan”: An adjustable rate Mortgage Loan.
“Adjusted
Net Mortgage Rate”: As to each Mortgage Loan and at any time, the per annum rate
equal to the Mortgage Rate less the Expense Fee Rate.
“Adjustment
Date”: As to any Adjustable Rate Mortgage Loan, the first Due Date on which the
related Mortgage Rate adjusts as set forth in the related Mortgage Note and
each
Due Date thereafter on which the Mortgage Rate adjusts as set forth in the
related Mortgage Note.
“Advance”:
Any P&I Advance or Servicing Advance.
“Advance
Facility”: A financing or other facility as described in
Section 10.07.
“Advancing
Person”: The Person to whom any Servicer’s rights under this Agreement to be
reimbursed for any P&I Advances or Servicing Advances have been assigned
pursuant to Section 10.07.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such first Person. For the purposes of this definition,
“control” means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities,
by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments or supplements
hereto.
“Amount
Held for Future Distribution”: As to the Certificates on any Distribution Date,
the aggregate amount held in each Collection Account at the close of business
on
the related Determination Date on account of (i) Principal Prepayments,
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds on the
Mortgage Loans received after the end of the related Prepayment Period and
(ii) all Scheduled Payments on the Mortgage Loans due after the end of the
related Due Period.
“Analytics
Company”:
Intex
Solutions, Inc., or any other bond analytics service provider identified to
the
Trustee by the Depositor.
“Applied
Realized Loss Amount”: With respect to any Distribution Date, the amount, if
any, by which the aggregate Class Certificate Balance of the Offered
Certificates after distributions of principal on such Distribution Date exceeds
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.
“Appraised
Value”: The value set forth in an appraisal made in connection with the
origination of the related Mortgage Loan as the value of the Mortgaged
Property.
“Assignment
of Mortgage”: An assignment of the Mortgage, notice of transfer or equivalent
instrument in recordable form (other than the assignee’s name and recording
information not yet returned from the recording office), reflecting the sale
of
the Mortgage to the Trustee.
“Available
Funds”: With respect to any Distribution Date and the Mortgage Loans to the
extent received by the Trustee (x) the sum of (i) all scheduled installments
of
interest (net of the related Expense Fees) and principal due on the Due Date
on
such Mortgage Loans in the related Due Period and received by the related
Servicer on or prior to the related Determination Date, together with any
P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received by the related Servicer during the
related Prepayment Period (in each case, net of unreimbursed expenses incurred
in connection with a liquidation or foreclosure and unreimbursed Advances,
if
any); (iii) all partial or full prepayments on the Mortgage Loans received
by
the related Servicer during the related Prepayment Period together with all
Compensating Interest, if applicable, thereon (excluding any Prepayment
Charges); (iv) all Substitution Adjustment Amounts with respect to the
substitutions of Mortgage Loans that occur with respect to such Distribution
Date; (v) amounts received with respect to such Distribution Date as the
Repurchase Price in respect of a Mortgage Loan repurchased with respect to
such
Distribution Date; (vi) the proceeds received with respect to the termination
of
the Trust Fund pursuant to clause (a) of Section 9.01; and (vii) the Closing
Date Deposit Amount; reduced by (y) amounts in reimbursement for Advances
previously made with respect to the Mortgage Loans and other amounts as to
which
the Servicers, the Depositor or the Trustee are entitled to be paid or
reimbursed pursuant to this Agreement.
“Balloon
Loan”: Any Mortgage Loan that requires only payments of interest until the
stated maturity date of the Mortgage Loan or Scheduled Payments of principal
which (not including the payment due on its stated maturity date) are based
on
an amortization schedule that would be insufficient to fully amortize the
principal thereof by the stated maturity date of the Mortgage Loan.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Principal Remittance Amount for such Distribution Date
over (ii) the Excess Subordinated Amount, if any, for such Distribution
Date.
“Basis
Risk CarryForward Amount”: With respect to each Class of Offered Certificates,
as of any Distribution Date, the sum of (A) if on such Distribution Date the
Pass-Through Rate for any Class of Offered Certificates is based upon a Loan
Group Cap or the WAC Cap, the excess of (i) the Accrued Certificate Interest
Distribution Amount such Class of Certificates would otherwise be entitled
to
receive on such Distribution Date had such Pass-Through Rate not been subject
to
any Loan Group Cap or WAC Cap (that is, had such rate been calculated as the
sum
of LIBOR and the applicable Pass-Through Margin on such Class of Certificates
for such Distribution Date and the resulting amount being reduced by allocated
Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls) over
(ii)
the Accrued Certificate Interest Distribution Amount received on such
Distribution Date on such Class of Certificates at, with respect to each Class
of Group I Class A Certificates, the lesser of the Group I Loan Cap or the
WAC
Cap, with respect to each Class of Group II Class A Certificates, the lesser
of
the Group II Loan Cap or the WAC Cap, and with respect to each other Class
of
Offered Certificates, the WAC Cap, as applicable, for such Distribution Date
and
(B) the Basis Risk CarryForward Amount for such Class of Certificates for all
previous Distribution Dates not previously paid, together with interest thereon
at a rate equal to the sum of LIBOR and the applicable Pass-Through Margin
for
such Class of Certificates for such Distribution Date.
“Basis
Risk Payment”: For any Distribution Date, an amount equal to the lesser of
(i) the aggregate of the Basis Risk CarryForward Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior to
any reduction for amounts paid from the Excess Reserve Fund Account to pay
any
Basis Risk CarryForward Amount or any Swap Termination Payment) plus any Net
Swap Payments and Interest Rate Cap Payments used to pay Basis Risk CarryForward
Amounts.
“Best’s”:
Best’s Key Rating Guide, as the same shall be amended from time to
time.
“Book-Entry
Certificates”: As specified in the Preliminary Statement.
“Business
Day”: Any day other than (i) Saturday or Sunday, or (ii) a day on which banking
and savings and loan institutions, in (a) the States of New York, California
or
Delaware, (b) a State in which any Servicer’s servicing operations are located,
or (c) the State in which the Trustee’s operations are located, are authorized
or obligated by law or executive order to be closed.
“Cap
Provider”: Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation, and its
successors in interest.
“Certificate”:
Any one of the Certificates executed by the Trustee in substantially the forms
attached hereto as exhibits.
“Certificate
Balance”: With respect to any Class of Certificates, other than the Class X or
Residual Certificates, at any date, the maximum dollar amount of principal
to
which the Holder thereof is then entitled hereunder, such amount being equal
to
the Denomination thereof minus all distributions of principal previously made
with respect thereto and in the case of any Certificates, reduced by any Applied
Realized Loss Amounts allocated to such Class of Certificates pursuant to
Section 4.05; provided, however, that immediately following the Distribution
Date on which a Subsequent Recovery is distributed, the Class Certificate
Balances of any Class or Classes of Certificates that have been previously
reduced by Applied Realized Loss Amounts will be increased, in order of
seniority, by the amount of the Subsequent Recovery distributed on such
Distribution Date (up to the amount of the Unpaid Realized Loss Amount for
such
Class or Classes for such Distribution Date). With respect to the Class X
Certificates and the Class X Interest and any Distribution Date, the excess,
if
any, of (i) the then Stated Principal Balance of the Mortgage Loans over (ii)
the then aggregate Certificate Balance of the Class A Certificates, Class M
Certificates and Class P Certificates. The Residual Certificates have no
Certificate Balance.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Book-Entry Certificate.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certificateholder”
or “Holder”: The person in whose name a Certificate is registered in the
Certificate Register, except that, solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or any Affiliate of the Depositor shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that
if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to
be
Outstanding for purposes of any provision hereof that requires the consent
of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Depositor or any Affiliate of the Depositor in determining
which Certificates are registered in the name of an Affiliate of the
Depositor.
“Class”:
All Certificates bearing the same class designation as set forth in the
Preliminary Statement.
“Class
A
Certificate Group”: The Group I Class A Certificates or the Group II Class A
Certificates, as applicable.
“Class A
Certificates”:
As
specified in the Preliminary Statement.
“Class
A
Principal Allocation Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, determined as follows: (A) with respect
to
the Group I Class A Certificates, a fraction, the numerator of which is (x)
the
portion of the Principal Remittance Amount for such Distribution Date that
is
attributable to the principal received or advanced on the Group I Mortgage
Loans
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date and (B) with respect to the Group II Class A Certificates,
a
fraction, the numerator of which is (x) the portion of the Principal Remittance
Amount for such Distribution Date that is attributable to the principal received
or advanced on the Group II Mortgage Loans and the denominator of which is
(y)
the Principal Remittance Amount for such Distribution Date.
“Class A
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the aggregate Class Certificate Balances of the Class A
Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) 55.00% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date over $6,250,039.81.
“Class A-1
Certificates”: All Certificates bearing the class designation of
“Class A-1,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class A-2a
Certificates”: All Certificates bearing the class designation of
“Class A-2a,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class A-2b
Certificates”: All Certificates bearing the class designation of
“Class A-2b,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class A-2c
Certificates”: All Certificates bearing the class designation of
“Class A-2c,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class A-2d
Certificates”: All Certificates bearing the class designation of
“Class A-2d,” and evidencing (i) a REMIC Regular Interest in REMIC III,
(ii) the right to receive the related Basis Risk CarryForward Amount and (iii)
the obligation to pay any Class IO Distribution Amount.
“Class B
Certificates”: The Class B-1, Class B-2, Class B-3 and Class B-4
Certificates.
“Class B-1
Certificates”: All Certificates bearing the class designation of
“Class B-1,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class B-1
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount for such Distribution Date) and (H) the Class
Certificate Balance of the Class B-1 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 88.60% of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(B) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date over $6,250,039.81.
“Class B-2
Certificates”: All Certificates bearing the class designation of
“Class B-2,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class B-2
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount for such Distribution Date), (H) the Class Certificate
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date) and (I) the Class Certificate Balance of the
Class B-2 Certificates immediately prior to such Distribution Date over
(ii) the lesser of (A) 90.10% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over $6,250,039.81.
“Class B-3
Certificates”: All Certificates bearing the class designation of
“Class B-3,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class B-3
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount for such Distribution Date), (H) the Class Certificate
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date), (I) the Class Certificate Balance of the Class B-2
Certificates (after taking into account the distribution of the Class B-2
Principal Distribution Amount for such Distribution Date) and (J) the Class
Certificate Balance of the Class B-3 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 92.60% of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(B) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date over $6,250,039.81.
“Class B-4
Certificates”: All Certificates bearing the class designation of
“Class B-4,” and evidencing (i) a REMIC Regular Interest in REMIC III, (ii)
the right to receive the related Basis Risk CarryForward Amount and (iii) the
obligation to pay any Class IO Distribution Amount.
“Class B-4
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the sum of (A) the aggregate Class Certificate Balances
of the Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount for such Distribution Date),
(B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Certificate
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount for such Distribution Date),
(G) the Class Certificate Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal
Distribution Amount for such Distribution Date), (H) the Class Certificate
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date), (I) the Class Certificate Balance of the Class B-2
Certificates (after taking into account the distribution of the Class B-2
Principal Distribution Amount for such Distribution Date), (J) the Class
Certificate Balance of the Class B-3 Certificates (after taking into
account the distribution of the Class B-3 Principal Distribution Amount for
such Distribution Date) and (K) the Class Certificate Balance of the
Class B-4 Certificates immediately prior to such Distribution Date over
(ii) the lesser of (A) 94.30% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over $6,250,039.81.