GREENWICH CAPITAL ACCEPTANCE, INC., Depositor GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., Seller WELLS FARGO BANK, N.A., Master Servicer and Securities Administrator CLAYTON FIXED INCOME SERVICES INC., Credit Risk Manager and DEUTSCHE BANK NATIONAL...
Execution
GREENWICH
CAPITAL ACCEPTANCE, INC.,
Depositor
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
Seller
XXXXX
FARGO BANK, N.A.,
Master
Servicer and Securities Administrator
XXXXXXX
FIXED INCOME SERVICES INC.,
Credit
Risk Manager
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
and Custodian
Dated
as
of June 1, 2007
_________________________________
HarborView
Mortgage Loan Trust
Mortgage
Loan Pass-Through Certificates, Series 2007-5
Table
of Contents
Page
|
ARTICLE
I DEFINITIONS; DECLARATION OF TRUST
|
12
|
|
SECTION
1.01. Defined Terms.
|
12
|
|
SECTION
1.02. Accounting.
|
58
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
58
|
|
SECTION
2.01. Conveyance of Mortgage Loans.
|
58
|
|
SECTION
2.02. Acceptance by Trustee.
|
65
|
|
SECTION
2.03. Repurchase or Substitution of Mortgage Loans by the Originator
and
the Seller.
|
67
|
|
SECTION
2.04. Representations and Warranties of the Seller with Respect
to the
Mortgage Loans.
|
71
|
|
SECTION
2.05. [Reserved]
|
73
|
|
SECTION
2.06. Representations and Warranties of the Depositor.
|
73
|
|
SECTION
2.07. Issuance of Certificates.
|
74
|
|
SECTION
2.08. Representations and Warranties of the Seller.
|
74
|
|
SECTION
2.09. Covenants of the Seller.
|
76
|
|
ARTICLE
III ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS;
CREDIT RISK
MANAGER
|
77
|
|
SECTION
3.01. Master Servicer to Service and Administer the Mortgage
Loans.
|
77
|
|
SECTION
3.02. REMIC-Related Covenants.
|
78
|
|
SECTION
3.03. Monitoring of Servicer.
|
78
|
|
SECTION
3.04. Fidelity Bond.
|
80
|
|
SECTION
3.05. Power to Act; Procedures.
|
81
|
|
SECTION
3.06. Due-on-Sale Clauses; Assumption Agreements.
|
82
|
|
SECTION
3.07. Release of Mortgage Files.
|
82
|
|
SECTION
3.08. Documents, Records and Funds in Possession of Master Servicer
to be
Held for Trust Fund.
|
83
|
|
SECTION
3.09. Standard Hazard Insurance and Flood Insurance
Policies.
|
84
|
|
SECTION
3.10. Presentment of Claims and Collection of Proceeds.
|
84
|
|
SECTION
3.11. Maintenance of the Primary Insurance Policies.
|
84
|
|
SECTION
3.12. Trustee to Retain Possession of Certain Insurance Policies
and
Documents.
|
85
|
|
SECTION
3.13. Realization Upon Defaulted Mortgage Loans.
|
85
|
|
SECTION
3.14. Additional Compensation to the Master Servicer.
|
85
|
|
SECTION
3.15. REO Property.
|
86
|
|
SECTION
3.16. Assessments of Compliance and Attestation Reports.
|
86
|
|
SECTION
3.17. Annual Compliance Statement.
|
89
|
|
SECTION
3.18. Enforcement of Regulation AB Deliverables.
|
89
|
|
SECTION
3.19. Xxxxxxxx-Xxxxx Certification.
|
90
|
i
|
SECTION
3.20. Reports Filed with Securities and Exchange
Commission.
|
90
|
|
SECTION
3.21. Additional Information.
|
96
|
|
SECTION
3.22. Intention of the Parties and Interpretation.
|
97
|
|
SECTION
3.23. Indemnification.
|
97
|
|
SECTION
3.24. [Reserved]
|
98
|
|
SECTION
3.25. [Reserved]
|
98
|
|
SECTION
3.26. [Reserved]
|
98
|
|
SECTION
3.27. [Reserved]
|
98
|
|
SECTION
3.28. Closing Opinion of Counsel.
|
98
|
|
SECTION
3.29. [Reserved]
|
98
|
|
SECTION
3.30. Merger or Consolidation of the Master Servicer.
|
98
|
|
SECTION
3.31. Indemnification of the Trustee, the Master Servicer and the
Securities Administrator.
|
98
|
|
SECTION
3.32. Limitations on Liability of the Master Servicer and Others;
Indemnification of Trustee and Others.
|
99
|
|
SECTION
3.33. Master Servicer Not to Resign.
|
101
|
|
SECTION
3.34. Successor Master Servicer.
|
101
|
|
SECTION
3.35. Sale and Assignment of Master Servicing.
|
102
|
|
SECTION
3.36. Reporting Requirements of the Commission.
|
102
|
|
SECTION
3.37. Duties of the Credit Risk Manager.
|
102
|
|
SECTION
3.38. Limitation Upon Liability of the Credit Risk
Manager.
|
103
|
|
SECTION
3.39. Removal of Credit Risk Manager.
|
103
|
|
ARTICLE
IV ACCOUNTS
|
103
|
|
SECTION
4.01. Servicing Accounts.
|
103
|
|
SECTION
4.02. Distribution Account.
|
105
|
|
SECTION
4.03. Permitted Withdrawals and Transfers from the Distribution
Account.
|
107
|
|
SECTION
4.04. [Reserved]
|
109
|
|
SECTION
4.05. [Reserved]
|
109
|
|
SECTION
4.06. Prefunding Account.
|
109
|
|
ARTICLE
V FLOW OF FUNDS
|
110
|
|
SECTION
5.01. Distributions.
|
110
|
|
SECTION
5.02. Allocation of Net Deferred Interest.
|
117
|
|
SECTION
5.03. Allocation of Realized Losses.
|
117
|
|
SECTION
5.04. Statements.
|
118
|
|
SECTION
5.05. Remittance Reports; Advances.
|
121
|
|
SECTION
5.06. Compensating Interest Payments.
|
122
|
|
SECTION
5.07. Basis Risk Reserve Fund.
|
122
|
|
SECTION
5.08. Recoveries.
|
123
|
|
SECTION
5.09. [Reserved]
|
123
|
|
SECTION
5.10. Supplemental Interest Trust.
|
123
|
|
SECTION
5.11. Rights of Swap Provider.
|
125
|
|
SECTION
5.12. Swap Agreement Termination Receipts.
|
125
|
|
SECTION
5.13. Basis Risk Cap Agreement.
|
126
|
|
SECTION
5.14. Basis Risk Cap Termination Receipts.
|
127
|
ii
|
ARTICLE
VI THE CERTIFICATES
|
127
|
|
SECTION
6.01. The Certificates.
|
127
|
|
SECTION
6.02. Registration of Transfer and Exchange of
Certificates.
|
128
|
|
SECTION
6.03. Mutilated, Destroyed, Lost or Stolen Certificates.
|
136
|
|
SECTION
6.04. Persons Deemed Owners.
|
136
|
|
SECTION
6.05. Appointment of Paying Agent.
|
137
|
|
ARTICLE
VII DEFAULT
|
137
|
|
SECTION
7.01. Event of Default.
|
137
|
|
SECTION
7.02. Trustee to Act.
|
140
|
|
SECTION
7.03. Waiver of Event of Default.
|
141
|
|
SECTION
7.04. Notification to Certificateholders.
|
141
|
|
ARTICLE
VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
|
141
|
|
SECTION
8.01. Duties of the Trustee and the Securities
Administrator.
|
141
|
|
SECTION
8.02. Certain Matters Affecting the Trustee and the Securities
Administrator.
|
143
|
|
SECTION
8.03. Trustee and the Securities Administrator Not Liable for Certificates
or Mortgage Loans.
|
145
|
|
SECTION
8.04. Trustee, Custodian, Master Servicer and Securities Administrator
May
Own Certificates.
|
146
|
|
SECTION
8.05. Trustee’s and Securities Administrator’s Fees and
Expenses.
|
146
|
|
SECTION
8.06. Eligibility Requirements for Trustee and Securities
Administrator.
|
147
|
|
SECTION
8.07. Resignation or Removal of Trustee and Securities
Administrator.
|
147
|
|
SECTION
8.08. Successor Trustee and Successor Securities
Administrator.
|
149
|
|
SECTION
8.09. Merger or Consolidation of Trustee or Securities
Administrator.
|
149
|
|
SECTION
8.10. Appointment of Co-Trustee or Separate Trustee.
|
149
|
|
SECTION
8.11. Limitation of Liability.
|
151
|
|
SECTION
8.12. Trustee May Enforce Claims Without Possession of
Certificates.
|
151
|
|
SECTION
8.13. Suits for Enforcement.
|
152
|
|
SECTION
8.14. Waiver of Bond Requirement.
|
152
|
|
SECTION
8.15. Waiver of Inventory, Accounting and Appraisal
Requirement.
|
152
|
|
SECTION
8.16. Appointment of Custodian.
|
152
|
|
SECTION
8.17. Limitation of Liability of Trustee and Securities Administrator;
Indemnification.
|
152
|
|
SECTION
8.18. Closing Opinion of Counsel.
|
153
|
|
ARTICLE
IX REMIC ADMINISTRATION
|
153
|
|
SECTION
9.01. REMIC Administration.
|
153
|
|
SECTION
9.02. Prohibited Transactions and Activities.
|
156
|
|
ARTICLE
X TERMINATION
|
156
|
|
SECTION
10.01. Termination.
|
156
|
|
SECTION
10.02. Additional Termination Requirements.
|
159
|
|
SECTION
10.03. NIMS Insurer Optional Purchase Right of Distressed Mortgage
Loans.
|
160
|
iii
|
ARTICLE
XI DISPOSITION OF TRUST FUND ASSETS
|
160
|
|
SECTION
11.01. Disposition of Trust Fund Assets.
|
160
|
|
ARTICLE
XII MISCELLANEOUS PROVISIONS
|
160
|
|
SECTION
12.01. Amendment.
|
160
|
|
SECTION
12.02. Recordation of Agreement; Counterparts.
|
162
|
|
SECTION
12.03. Limitation on Rights of Certificateholders.
|
162
|
|
SECTION
12.04. Governing Law; Jurisdiction.
|
163
|
|
SECTION
12.05. Notices.
|
163
|
|
SECTION
12.06. Severability of Provisions.
|
164
|
|
SECTION
12.07. Article and Section References.
|
164
|
|
SECTION
12.08. Notice to the Rating Agencies.
|
164
|
|
SECTION
12.09. Further Assurances.
|
165
|
|
SECTION
12.10. Benefits of Agreement.
|
166
|
|
SECTION
12.11. Acts of Certificateholders.
|
166
|
|
SECTION
12.12. Successors and Assigns.
|
167
|
|
SECTION
12.13. Provision of Information.
|
167
|
|
SECTION
12.14. Transfer of Servicing.
|
167
|
|
SECTION
12.15. [Reserved]
|
167
|
EXHIBITS
AND SCHEDULES:
|
Exhibit
A
|
Form
of Senior Certificate
|
A
|
|
Exhibit
B
|
Form
of Subordinate Certificate
|
B
|
|
Exhibit
C-1
|
Form
of Class C Certificate
|
C-1
|
|
Exhibit
C-2
|
Form
of Class P Certificate
|
C-2
|
|
Exhibit
C-3
|
Form
of Class R Certificate
|
C-3
|
|
Exhibit
D
|
Form
of Reverse Certificate
|
D
|
|
Exhibit
E
|
[Reserved]
|
E
|
|
Exhibit
F
|
Request
for Release
|
F
|
|
Exhibit
G-1
|
Form
of Receipt of Mortgage Note
|
G-1
|
|
Exhibit
G-2
|
Form
of Interim Certification of Trustee
|
G-2
|
|
Exhibit
G-3
|
Form
of Final Certification of Trustee
|
G-3
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
H
|
|
Exhibit
I-1
|
Form
of ERISA Representation for Residual Certificate
|
I-1
|
|
Exhibit
I-2
|
Form
of ERISA Representation for ERISA Restricted Trust
Certificates
|
I-2
|
|
Exhibit
J-1
|
Form
of Investment Letter [Non-Rule 144A]
|
J-1
|
|
Exhibit
J-2
|
Form
of Rule 144A Investment Letter
|
J-2
|
|
Exhibit
K
|
Form
of Transferor Certificate
|
K
|
|
Exhibit
L
|
Transfer
Affidavit for Residual Certificate Pursuant to Section
6.02(e)
|
L
|
|
Exhibit
M
|
Form
of Back-Up Xxxxxxxx-Xxxxx Certification
|
M
|
|
Exhibit
N
|
List
of Servicers and Servicing Agreements
|
N
|
|
Exhibit
O
|
Transaction
Parties
|
O
|
|
Exhibit
P
|
Form
of Subsequent Transfer Agreement
|
P
|
|
Exhibit
Q
|
Servicing
Criteria to be Addressed in Report on Assessment of
Compliance
|
Q
|
iv
|
Exhibit
R
|
Form
10-D, Form 8-K, Form 10-K Reporting Responsibility
|
R
|
|
Exhibit
S
|
Form
of Securities Administrator Certification
|
S
|
|
Exhibit
T
|
Additional
Disclosure Notification
|
T
|
|
Exhibit
U
|
Specified
Representations and Warranties
|
U
|
|
Exhibit
V
|
Basis
Risk Cap Agreement
|
V
|
|
Exhibit
W
|
Swap
Agreement
|
W
|
|
Schedule
I
|
Mortgage
Loan Schedule
|
v
This
Pooling and Servicing Agreement is dated as of June 1, 2007 (the “Agreement”),
among
GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor
(the
“Depositor”),
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a New York corporation, as seller
(the “Seller”),
XXXXX
FARGO BANK, N.A., a national banking association, as master servicer (in
such
capacity, the “Master
Servicer”)
and as
securities administrator (in such capacity, the “Securities
Administrator”),
XXXXXXX FIXED INCOME SERVICES INC., as credit risk manager (the “Credit Risk
Manager”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
association, as trustee and custodian (the “Trustee”).
PRELIMINARY
STATEMENT:
Through
this Agreement, the Depositor intends to cause the issuance and sale of the
HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series
2007-5 (the “Certificates”)
representing in the aggregate the entire beneficial ownership of the Trust
Fund,
the primary assets of which are the Mortgage Loans (as defined
below).
The
Depositor intends to sell the Certificates, to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Trust Fund. The Certificates will consist of sixteen classes
of
certificates, designated as (i) the Class A-1A Certificates, (ii) the Class
A-1B
Certificates, (iii) the Class A-1C Certificates, (iv) the Class B-1
Certificates, (v) the Class B-2 Certificates, (vi) Class B-3 Certificates,
(vii)
the Class B-4 Certificates, (viii) the Class B-5 Certificates, (ix) the Class
B-6 Certificates, (x) the Class B-7 Certificates, (xi) the Class B-8
Certificates, (xii) the Class C Certificates, (xiii) the Class P Certificates
and (xiv) the Class R Certificates.
For
federal income tax purposes, the Trust Fund (exclusive of the assets held
in the
Prefunding Account, the Basis Risk Reserve Fund, the Basis Risk Cap Agreement,
the Basis Risk Cap Replacement Receipts Account, the Basis Risk Cap Account,
the
Basis Risk Cap Amount, the Swap Agreement, the Swap Account, the Swap Amount,
the Swap Replacement Receipts Account, the Swap Termination Receipts Account,
the Supplemental Interest Trust, and the Collateral Account (the “Excluded
Trust Property”))
comprises four REMICs in a tiered REMIC structure: the “Lower-Tier
REMIC,”
the
“Middle-Tier
REMIC 1,”
the
“Middle-Tier
REMIC 2,”
and
the “Upper-Tier
REMIC.”
Each
Certificate, other than the Class R Certificates, shall represent ownership
of a
regular interest in the Upper-Tier REMIC, as described herein. The LIBOR
Certificates also
represent the right to receive (i) payments in respect of the Final Maturity
Reserve Account, as provide in section 5.01(g), (ii) payments in respect
of
Basis Risk Shortfalls from the Basis Risk Reserve Fund as provided in Section
5.07, (iii) payments in respect of Basis Risk Shortfalls from the Basis Risk
Cap
Amount as provided in Section 5.01(j), (iii) payments in respect of Basis
Risk
Shortfalls from the Supplemental Interest Trust as provided in Section 5.01(k),
and (iv) the
obligation to pay Class I Shortfalls.
The
owners of the Class C Certificates beneficially own the Basis Risk Reserve
Fund,
the Basis Risk Cap Account, the Supplemental Interest Trust, the Swap Account,
the Final Maturity Reserve Account, and the Final Maturity Reserve Trust.
The
Class R Certificates represent the only classes of residual interests in
each
REMIC created hereby.
1
The
Upper Tier REMIC shall hold as its assets the uncertificated interests in
the
Middle-Tier REMIC 2 other than the Class MT2-R interest (each, a “Middle-Tier
REMIC 2 Regular Interest”),
and each such Middle-Tier REMIC 2 Regular Interest is hereby designated as
a
regular interest in Middle-Tier REMIC 2 for purposes of the REMIC Provisions.
Middle-Tier REMIC 2 shall hold as its assets the uncertificated interests
in
Middle-Tier REMIC 1 other than the Class MT1-R interest (each a “Middle-Tier
REMIC 1 Regular Interest”),
and each such Middle-Tier REMIC 1 Regular Interest is hereby designated as
a
regular interest in Middle-Tier REMIC 1. Middle-Tier REMIC 1 shall hold as
its
assets the uncertificated interests in the Lower-Tier REMIC other than the
Class
LT-R interest (each a “Lower-Tier
REMIC Regular Interest”),
and each such Lower-Tier REMIC Regular Interest is hereby designated as a
regular interest in the Lower-Tier REMIC. The Lower-Tier REMIC shall hold
as its
assets the property of the Trust Fund other than the Excluded Trust Property
and
the interests in any other REMIC created hereby.
For
purposes of the REMIC Provisions, the startup day for each REMIC created
hereby
is the Closing Date. All REMIC regular and residual interests created hereby
will be retired on or before the Latest Possible Maturity Date.
Lower-Tier
REMIC
The
following table sets forth (or describes) the designation, interest rate,
and
initial principal balance of each Lower-Tier REMIC Regular Interests and
the
LT-R Interest:
|
Designation
|
Interest
Rate
|
Initial
Principal
Balance
|
||
|
LT-Initial
|
(1)
|
$1,060,953,758.42
|
||
|
LT-Subsequent
|
(2)
|
$
53,979,820.00
|
||
|
LT-C
|
(3)
|
(3)
|
||
|
LT-R
|
(5)
|
(5)
|
|
(1)
|
The
interest rate with respect to the first Distribution Date (and
the related
Accrual Period) for the LT- Initial Lower-Tier Regular Interests
is a per
annum rate equal to the weighted average of the Net Loan Rates
of the
Initial Mortgage Loans as of the first day of the related Due Period.
The
interest rate for any subsequent Distribution Date (and the related
Accrual Period) is the Net WAC.
|
|
(2)
|
The
interest rate with respect to the first three Distribution Dates
(and the
related Accrual Period) for the LT-Subsequent Lower-Tier Regular
Interest
is 0.00%, and for every Distribution Date (and related Accrual
Period)
thereafter is the Net WAC.
|
|
(3)
|
The
LT-C Interest is an interest only interest that does not have a
principal
balance. For the first three Distribution Dates only it shall have
a
notional balance equal to the aggregate of the Stated Principal
Balances,
if any, of the Subsequent Mortgage Loans as of the first day of
the
related Due Period. For the first three Distribution Date only,
it shall
be entitled to interest, if any, accrued on the Subsequent Mortgage
Loans
for the related Due Period at their Net Loan Rates, but only to
the extent
the interest so accrued is included in Available Funds for such
first
Distribution Date. For each Distribution Date after the first five
Distribution Dates, the notional balance of the LT-C Interest shall
be
zero and it shall not be entitled to any
distributions.
|
2
|
(4)
|
The
LT-R Interest is the sole Class of residual interest in the Lower-Tier
REMIC. It does not have an interest rate or a principal
balance.
|
On
each
Distribution Date, the Securities Administrator shall first pay or charge
as an
expense of the Lower-Tier REMIC all expenses of the Trust Fund for such
Distribution Date, other than any Net Swap Payment or Swap Termination Payment
required to be made from the Trust Fund.
On
each
Distribution Date, Available Funds shall be distributed among the Lower-Tier
REMIC Regular Interests and the LT-R Interest in the following order of
priority:
(1)
First, as interest on the Lower-Tier REMIC Regular Interests at the interest
rates described above;
(2)
Second, to the LT-Initial Interest, in reduction of its principal balance,
an
amount necessary to cause its principal balance to equal the aggregate of
the
Stated Principal Balances of the Initial Mortgage Loans as of the close of
the
related Due Period;
(2)
Third, to the LT-Subsequent Interest, in reduction of its principal balance,
an
amount necessary to reduce its principal balance to zero; and
(3)
Finally, to the LT-R Interest, any remaining amounts.
If
on any
Distribution Date, Realized Losses have been sustained in the related Prepayment
Period, and after taking into account distributions on such Distribution
Date,
the aggregate principal balance of the LT-Initial and LT-Subsequent Interests
exceed the Pool Collateral Balance for such Distribution Date, Realized Losses,
to the extent of such excess, shall be allocated between the LT-Initial and
LT-Subsequent Interests in the same manner in which principal distributions
a
made on such Lower-Tier REMIC Regular Interests.
On
each
Distribution Date, Net Deferred Interest shall be allocated between the
LT-Initial and LT-Subsequent Interests in the same manner in which principal
distributions are made on such Lower-Tier REMIC Regular Interests.
On
each
Distribution Date, Prepayment Penalty Amounts on the Initial Mortgage Loans
shall be paid in respect of the LT-Initial Interest and any Prepayment Penalty
Amounts on the Subsequent Mortgage Loans shall be paid in respect of the
LT-Subsequent Interests.
3
Middle-Tier
REMIC 1
The
following table sets forth (or describes) the designation, interest rate,
and
initial principal balance of each Middle-Tier REMIC 1 Regular Interest and
the
MT1-R Interest:
|
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|
MT1-A
|
(5)
|
(1)
|
|
MT1-F1
|
$
20,765,418.27
|
(2)
|
|
MT1-V1
|
$
20,765,418.27
|
(3)
|
|
MT1-F2
|
$
22,582,708.16
|
(2)
|
|
MT1-V2
|
$
22,582,708.16
|
(3)
|
|
MT1-F3
|
$
21,339,135.25
|
(2)
|
|
MT1-V3
|
$
21,339,135.25
|
(3)
|
|
MT1-F4
|
$
18,801,796.47
|
(2)
|
|
MT1-V4
|
$
18,801,796.47
|
(3)
|
|
MT1-F5
|
$
17,275,640.13
|
(2)
|
|
MT1-V5
|
$
17,275,640.13
|
(3)
|
|
MT1-F6
|
$
16,742,006.55
|
(2)
|
|
MT1-V6
|
$
16,742,006.55
|
(3)
|
|
MT1-F7
|
$
16,100,399.81
|
(2)
|
|
MT1-V7
|
$
16,100,399.81
|
(3)
|
|
MT1-F8
|
$
15,024,637.50
|
(2)
|
|
MT1-V8
|
$
15,024,637.50
|
(3)
|
|
MT1-F9
|
$
14,340,725.57
|
(2)
|
|
MT1-V9
|
$
14,340,725.57
|
(3)
|
|
MT1-F10
|
$
14,069,295.52
|
(2)
|
|
MT1-V10
|
$
14,069,295.52
|
(3)
|
|
MT1-F11
|
$
13,794,288.39
|
(2)
|
|
MT1-V11
|
$
13,794,288.39
|
(3)
|
|
MT1-F12
|
$
13,514,890.09
|
(2)
|
|
MT1-V12
|
$
13,514,890.09
|
(3)
|
|
MT1-F13
|
$
13,141,158.17
|
(2)
|
|
MT1-V13
|
$
13,141,158.17
|
(3)
|
|
MT1-F14
|
$
12,607,892.13
|
(2)
|
|
MT1-V14
|
$
12,607,892.13
|
(3)
|
|
MT1-F15
|
$
12,013,384.95
|
(2)
|
|
MT1-V15
|
$
12,013,384.95
|
(3)
|
|
MT1-F16
|
$
11,448,425.82
|
(2)
|
|
MT1-V16
|
$
11,448,425.82
|
(3)
|
|
MT1-F17
|
$
10,909,201.61
|
(2)
|
|
MT1-V17
|
$
10,909,201.61
|
(3)
|
|
MT1-F18
|
$
10,385,684.66
|
(2)
|
|
MT1-V18
|
$
10,385,684.66
|
(3)
|
|
MT1-F19
|
$
9,801,424.81
|
(2)
|
|
MT1-V19
|
$
9,801,424.81
|
(3)
|
|
MT1-F20
|
$
9,220,953.14
|
(2)
|
4
|
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|
MT1-V20
|
$
9,220,953.14
|
(3)
|
|
MT1-F21
|
$
8,704,614.62
|
(2)
|
|
MT1-V21
|
$
8,704,614.62
|
(3)
|
|
MT1-F22
|
$
8,258,127.46
|
(2)
|
|
MT1-V22
|
$
8,258,127.46
|
(3)
|
|
MT1-F23
|
$
7,889,665.47
|
(2)
|
|
MT1-V23
|
$
7,889,665.47
|
(3)
|
|
MT1-F24
|
$
8,117,440.03
|
(2)
|
|
MT1-V24
|
$
8,117,440.03
|
(3)
|
|
MT1-F25
|
$
10,813,703.94
|
(2)
|
|
MT1-V25
|
$
10,813,703.94
|
(3)
|
|
MT1-F26
|
$
13,189,271.77
|
(2)
|
|
MT1-V26
|
$
13,189,271.77
|
(3)
|
|
MT1-F27
|
$
13,495,518.93
|
(2)
|
|
MT1-V27
|
$
13,495,518.93
|
(3)
|
|
MT1-F28
|
$
12,167,364.85
|
(2)
|
|
MT1-V28
|
$
12,167,364.85
|
(3)
|
|
MT1-F29
|
$
10,971,220.88
|
(2)
|
|
MT1-V29
|
$
10,971,220.88
|
(3)
|
|
MT1-F30
|
$
9,896,158.06
|
(2)
|
|
MT1-V30
|
$
9,896,158.06
|
(3)
|
|
MT1-F31
|
$
8,632,580.83
|
(2)
|
|
MT1-V31
|
$
8,632,580.83
|
(3)
|
|
MT1-F32
|
$
7,108,388.48
|
(2)
|
|
MT1-V32
|
$
7,108,388.48
|
(3)
|
|
MT1-F33
|
$
5,708,008.18
|
(2)
|
|
MT1-V33
|
$
5,708,008.18
|
(3)
|
|
MT1-F34
|
$
4,833,451.97
|
(2)
|
|
MT1-V34
|
$
4,833,451.97
|
(3)
|
|
MT1-F35
|
$
4,391,702.03
|
(2)
|
|
MT1-V35
|
$
4,391,702.03
|
(3)
|
|
MT1-F36
|
$
4,146,427.04
|
(2)
|
|
MT1-V36
|
$
4,146,427.04
|
(3)
|
|
MT1-F37
|
$
3,913,434.15
|
(2)
|
|
MT1-V37
|
$
3,913,434.15
|
(3)
|
|
MT1-F38
|
$
3,693,828.22
|
(2)
|
|
MT1-V38
|
$
3,693,828.22
|
(3)
|
|
MT1-F39
|
$
3,383,360.23
|
(2)
|
|
MT1-V39
|
$
3,383,360.23
|
(3)
|
|
MT1-F40
|
$
3,028,763.89
|
(2)
|
|
MT1-V40
|
$
3,028,763.89
|
(3)
|
|
MT1-F41
|
$
2,780,294.60
|
(2)
|
|
MT1-V41
|
$
2,780,294.60
|
(3)
|
|
MT1-F42
|
$
2,640,970.69
|
(2)
|
5
|
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|
MT1-V42
|
$
2,640,970.69
|
(3)
|
|
MT1-F43
|
$
2,494,533.58
|
(2)
|
|
MT1-V43
|
$
2,494,533.58
|
(3)
|
|
MT1-F44
|
$
2,431,911.38
|
(2)
|
|
MT1-V44
|
$
2,431,911.38
|
(3)
|
|
MT1-F45
|
$
2,338,049.14
|
(2)
|
|
MT1-V45
|
$
2,338,049.14
|
(3)
|
|
MT1-F46
|
$
2,326,848.75
|
(2)
|
|
MT1-V46
|
$
2,326,848.75
|
(3)
|
|
MT1-F47
|
$
2,557,164.37
|
(2)
|
|
MT1-V47
|
$
2,557,164.37
|
(3)
|
|
MT1-F48
|
$
9,013,897.96
|
(2)
|
|
MT1-V48
|
$
9,013,897.96
|
(3)
|
|
MT1-F49
|
$
15,476,280.75
|
(2)
|
|
MT1-V49
|
$
15,476,280.75
|
(3)
|
|
MT1-F50
|
$
9,914,455.37
|
(2)
|
|
MT1-V50
|
$
9,914,455.37
|
(3)
|
|
MT1-F51
|
$
325,668.36
|
(2)
|
|
MT1-V51
|
$
325,668.36
|
(3)
|
|
MT1-F52
|
$
306,250.02
|
(2)
|
|
MT1-V52
|
$
306,250.02
|
(3)
|
|
MT1-F53
|
$
285,947.36
|
(2)
|
|
MT1-V53
|
$
285,947.36
|
(3)
|
|
MT1-F54
|
$
261,042.24
|
(2)
|
|
MT1-V54
|
$
261,042.24
|
(3)
|
|
MT1-F55
|
$
238,906.54
|
(2)
|
|
MT1-V55
|
$
238,906.54
|
(3)
|
|
MT1-F56
|
$
217,606.33
|
(2)
|
|
MT1-V56
|
$
217,606.33
|
(3)
|
|
MT1-F57
|
$
197,830.26
|
(2)
|
|
MT1-V57
|
$
197,830.26
|
(3)
|
|
MT1-F58
|
$
180,133.23
|
(2)
|
|
MT1-V58
|
$
180,133.23
|
(3)
|
|
MT1-F59
|
$
168,789.74
|
(2)
|
|
MT1-V59
|
$
168,789.74
|
(3)
|
|
MT1-F60
|
$
158,519.05
|
(2)
|
|
MT1-V60
|
$
158,519.05
|
(3)
|
|
MT1-F61
|
$
148,988.59
|
(2)
|
|
MT1-V61
|
$
148,988.59
|
(3)
|
|
MT1-F62
|
$
140,113.86
|
(2)
|
|
MT1-V62
|
$
140,113.86
|
(3)
|
|
MT1-F63
|
$
131,849.50
|
(2)
|
|
MT1-V63
|
$
131,849.50
|
(3)
|
|
MT1-F64
|
$
124,144.75
|
(2)
|
6
|
Class
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
|
MT1-V64
|
$
124,144.75
|
(3)
|
|
MT1-F65
|
$
116,953.87
|
(2)
|
|
MT1-V65
|
$
116,953.87
|
(3)
|
|
MT1-F66
|
$
110,235.66
|
(2)
|
|
MT1-V66
|
$
110,235.66
|
(3)
|
|
MT1-F67
|
$
104,074.07
|
(2)
|
|
MT1-V67
|
$
104,074.07
|
(3)
|
|
MT1-F68
|
$
98,564.91
|
(2)
|
|
MT1-V68
|
$
98,564.91
|
(3)
|
|
MT1-F69
|
$
2,035,470.89
|
(2)
|
|
MT1-F69
|
$
2,035,470.89
|
(3)
|
|
MT1-R
|
(4)
|
(4)
|
|
MT1-C
|
(6)
|
(6)
|
___________________________
|
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for the Class MT1-A Interest shall be a per annum rate equal to
the
weighted average of the interest rates on the LT-Initial and LT-Subsequent
Lower-Tier Regular Interests, weighted based on their relative
principal
balances as of the first day of the related Accrual Period (the
“Lower-Tier Net WAC”).
|
|
(2)
|
For
any Distribution Date (and the related Interest Accrual Period)
the
interest rate for each of these Middle-Tier REMIC 1 Regular Interests
shall be the lesser of (i) the REMIC Swap Rate and (ii) the product
of (a)
the Lower-Tier Net WAC and (b) 2.
|
|
(3)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Middle-Tier REMIC 1 Interests shall be the excess,
if
any, of (i) the product of (a) the Lower-Tier Net WAC and (b) 2,
over (ii)
the REMIC Swap Rate.
|
|
(4)
|
The
Class MT1-R interest shall not have a principal amount and shall
not bear
interest. The Class MT1-R interest is hereby designated as the
sole class
of residual interest in REMIC 1.
|
(5)
This interest shall have an initial principal balance equal to the excess
of the
Pool Collateral Balance as of the Cut-off Date over the aggregate initial
principal balance of each remaining interest in Middle-Tier REMIC 1.
(6)
The MT1-C Interest is an interest only interest that does not have a principal
balance. For any Distribution Date, it is entitled to all amounts distributed
in
respect of the LT-C Interest on such Distribution Date.
On
each
Distribution Date the Securities Administrator shall distribute Available
Funds
with respect to each of the Middle-Tier REMIC 1 Regular Interests based on
the
above-described interest rates.
On
each
Distribution Date, the Securities Administrator shall distribute the Principal
Remittance Amount with respect to the Middle-Tier REMIC 1 Interests, first
to
the Class MT1-A Interest until its principal balance is reduced to zero,
and
then sequentially, to the other Middle-Tier REMIC 1 Regular Interests in
ascending order of their numerical class designation, and, with respect to
each
pair of classes having the same numerical designation, in equal amounts to
each
such class, until the principal balance of each such class is reduced to
zero.
All losses on the Mortgage Loans shall be allocated among the Middle-Tier
REMIC
1 Regular Interests in the same manner that principal distributions are
allocated.
7
On
each
Distribution Date, the Securities Administrator shall distribute the Prepayment
Penalty Amounts collected during the preceding Prepayment Period to the Class
MT1-F78 and Class MT1-V78 Lower Tier Interests, respectively.
Middle-Tier
REMIC 2
The
following table sets forth (or describes) the designation, interest rate,
and
initial principal balance of each Middle-Tier REMIC 2 Regular Interest and
the
MT2-R Interest:
|
Class
Designation
|
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
|
|||
|
Class
MT2-A-1A
|
(1)
|
(4)
|
A-1A
|
|||
|
Class
MT2-A-1B
|
(1)
|
(4)
|
A-1B
|
|||
|
Class
MT2-A-1C
|
(1)
|
(4)
|
A-1C
|
|||
|
Class
MT2-B1
|
(1)
|
(4)
|
B-1
|
|||
|
Class
MT2-B2
|
(1)
|
(4)
|
B-2
|
|||
|
Class
MT2-B3
|
(1)
|
(4)
|
B-3
|
|||
|
Class
MT2-B4
|
(1)
|
(4)
|
B-4
|
|||
|
Class
MT2-B5
|
(1)
|
(4)
|
B-5
|
|||
|
Class
MT2-B6
|
(1)
|
(4)
|
B-6
|
|||
|
Class
MT2-B7
|
(1)
|
(4)
|
B-7
|
|||
|
Class
MT2-B8
|
(1)
|
(4)
|
B-8
|
|||
|
Class
MT2-Q
|
(1)
|
(5)
|
N/A
|
|||
|
Class
MT2-IO
|
(2)
|
(2)
|
N/A
|
|||
|
Class
MT2-R
|
(3)
|
(3)
|
R
|
|||
|
Class
MT2-C
|
(6)
|
(6)
|
N/A
|
___________________________
|
(1)
|
For
any Distribution Date (and the related Interest Accrual Period)
the
interest rate for each of these Middle Tier REMIC 2 Regular Interests
is a
per annum rate equal to the weighted average of the interest rates
on the
Middle-Tier REMIC 1 Regular Interests for such Distribution Date;
provided,
however,
that for any Distribution Date on which the Class MT2-IO Interest
is
entitled to a portion of the interest accruals on a Middle-Tier
REMIC 1
Regular Interest having an “F” in its class designation, as described in
footnote two below, such weighted average shall be computed by
first
subjecting the rate on such Middle-Tier REMIC 1 Regular Interest
to a cap
equal to Swap LIBOR for such Distribution
Date.
|
|
(2)
|
The
Class MT2-IO is an interest only class that does not have a principal
balance. For only those Distribution Dates listed in the first
column in
the table below, the Class MT2-IO shall be entitled to interest
accrued on
the Middle-Tier REMIC 1 Regular listed in second column in the
table below
at a per annum rate equal to the excess, if any, of (i) the interest
rate
for such Middle-Tier REMIC 1 Regular Interest for such Distribution
Date
over (ii) Swap LIBOR for such Distribution
Date.
|
|
Distribution
Dates
|
Middle-Tier
REMIC
1
Class
Designation
|
|
12
|
Class
MT1-F1
|
|
|
12-13
|
Class
MT1-F2
|
|
|
12-14
|
Class
MT1-F3
|
|
|
12-15
|
Class
MT1-F4
|
|
|
12-16
|
Class
MT1-F5
|
8
|
Distribution
Dates
|
Middle-Tier
REMIC
1
Class
Designation
|
|
12-17
|
Class
MT1-F6
|
|
|
12-18
|
Class
MT1-F7
|
|
|
12-19
|
Class
MT1-F8
|
|
|
12-20
|
Class
MT1-F9
|
|
|
12-21
|
Class
MT1-F10
|
|
|
12-22
|
Class
MT1-F11
|
|
|
12-23
|
Class
MT1-F12
|
|
|
12-24
|
Class
MT1-F13
|
|
|
12-25
|
Class
MT1-F14
|
|
|
12-26
|
Class
MT1-F15
|
|
|
12-27
|
Class
MT1-F16
|
|
|
12-28
|
Class
MT1-F17
|
|
|
12-29
|
Class
MT1-F18
|
|
|
12-30
|
Class
MT1-F19
|
|
|
12-31
|
Class
MT1-F20
|
|
|
12-32
|
Class
MT1-F21
|
|
|
12-33
|
Class
MT1-F22
|
|
|
12-34
|
Class
MT1-F23
|
|
|
12-35
|
Class
MT1-F24
|
|
|
12-36
|
Class
MT1-F25
|
|
|
12-37
|
Class
MT1-F26
|
|
|
12-38
|
Class
MT1-F27
|
|
|
12-39
|
Class
MT1-F28
|
|
|
12-40
|
Class
MT1-F29
|
|
|
12-41
|
Class
MT1-F30
|
|
|
12-42
|
Class
MT1-F31
|
|
|
12-43
|
Class
MT1-F32
|
|
|
12-44
|
Class
MT1-F33
|
|
|
12-45
|
Class
MT1-F34
|
|
|
12-46
|
Class
MT1-F35
|
|
|
12-47
|
Class
MT1-F36
|
|
|
12-48
|
Class
MT1-F37
|
|
|
12-49
|
Class
MT1-F38
|
|
|
12-50
|
Class
MT1-F39
|
|
|
12-51
|
Class
MT1-F40
|
|
|
12-52
|
Class
MT1-F41
|
|
|
12-53
|
Class
MT1-F42
|
|
|
12-54
|
Class
MT1-F43
|
|
|
12-55
|
Class
MT1-F44
|
|
|
12-56
|
Class
MT1-F45
|
|
|
12-57
|
Class
MT1-F46
|
|
|
12-58
|
Class
MT1-F47
|
|
|
12-59
|
Class
MT1-F48
|
|
|
12-60
|
Class
MT1-F49
|
|
|
12-61
|
Class
MT1-F50
|
|
|
12-62
|
Class
MT1-F51
|
|
|
12-63
|
Class
MT1-F52
|
|
|
12-64
|
Class
MT1-F53
|
|
|
12-65
|
Class
MT1-F54
|
|
|
12-66
|
Class
MT1-F55
|
|
|
12-67
|
Class
MT1-F56
|
|
|
12-68
|
Class
MT1-F57
|
|
|
12-69
|
Class
MT1-F58
|
|
|
12-70
|
Class
MT1-F59
|
|
|
12-71
|
Class
MT1-F60
|
|
|
12-72
|
Class
MT1-F61
|
9
|
Distribution
Dates
|
Middle-Tier
REMIC
1
Class
Designation
|
|
12-73
|
Class
MT1-F62
|
|
|
12-74
|
Class
MT1-F63
|
|
|
12-75
|
Class
MT1-F64
|
|
|
12-76
|
Class
MT1-F65
|
|
|
12-77
|
Class
MT1-F66
|
|
|
12-78
|
Class
MT1-F67
|
|
|
12-79
|
Class
MT1-F68
|
|
|
12-80
|
Class
MT1-F69
|
|
(3)
|
The
Class MT2-R interest is the sole class of residual interests in
Middle-Tier REMIC 2. It does not have an interest rate or a principal
balance.
|
|
(4)
|
This
Middle-Tier REMIC 2 Regular Interest shall have an initial class
principal
amount equal to one-half of the initial Class Principal Amount
of its
Corresponding Class of
Certificates.
|
|
(5)
|
This
Lower Tier Interest shall have an initial class principal amount
equal to
the excess of (i) the Pool Stated Principal Balance as of the Cut-off
Date, over (ii) the aggregate initial Class Principal Amount of
each other
regular interest in Middle-Tier REMIC 2 (other than any interest-only
Lower Tier Interest).
|
|
(6)
|
The
MT2-C Interest is an interest only interest that does not have
a principal
balance. For any Distribution Date, it is entitled to all amounts
distributed in respect of the MT1-C Interest on such Distribution
Date.
|
On
each
Distribution Date, interest shall be distributed on the Middle-Tier REMIC
2
Interests based on the above-described interest rates; provided,
however,
that
interest that accrues on the Class MT2-Q Interest shall be deferred in an
amount
equal to one-half of the increase, if any, in the Overcollateralization Amount
for such Distribution Date. Any interest so deferred shall itself bear interest
at the interest rate for the Class MT2-Q Interest. An amount equal to the
interest so deferred shall be distributed as additional principal on the
other
Middle-Tier REMIC 2 Regular Interests having a principal balance in the manner
described under priority (a) below.
On
each
Distribution Date principal shall be distributed, and Realized Losses shall
be
allocated, among the Middle-Tier REMIC 2 Regular Interests in the following
order of priority:
(a) First,
to
the Class MT2-A-1A, Class MT2-A-1B, Class MT2-A-1C, Class MT2-B1, Class
MT2-B2, Class MT2-B3, Class MT2-B4, Class MT2-B5, Class MT2-B6, Class MT2-B7,
and Class MT2-B8 Interests until the principal balance of each such Middle-Tier
REMIC 2 Regular Interest equals 50% of the Class Principal Balance of the
Corresponding Class of Certificates immediately after such Distribution Date;
and
(b) Second,
to the Class MT2-Q Interests, any remaining amounts.
On
each
Distribution Date, after taking into account principal distributions under
priorities (a) and (b) above, Realized Losses attributable to principal and
any
Net Deferred Interest shall each be allocated among the Middle-Tier REMIC
2
Regular Interests in the same manner that principal is distributed among
such
Middle-Tier REMIC 2 Regular Interests.
On
each
Distribution Date, the Securities Administrator shall be deemed to have
distributed the Prepayment Premium Amounts passed through with respect to
the
Class MT1-F69 and Class MT1-V69 Middle-Tier REMIC 1 Regular Interests on
such
Distribution Date to the Class MT2-Q Interest.
10
Upper-Tier
REMIC
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate and Original Class Principal Balance for each Class of Certificates,
each
of which, except for the Class R Certificates, is hereby designated as
representing ownership of a REMIC regular interest in the Upper-Tier REMIC
for
purposes of the REMIC Provisions.
|
Class
|
Original
Class Principal Balance
or
Class
Notional Balance
|
Pass-Through
Rate
|
|
Class
A-1A
|
$629,826,000.00
|
(1)
|
|
Class
A-1B
|
$262,428,000.00
|
(1)
|
|
Class
A-1C
|
$157,456,000.00
|
(1)
|
|
Class
B-1
|
$
17,281,000.00
|
(1)
|
|
Class
B-2
|
$
7,248,000.00
|
(1)
|
|
Class
B-3
|
$
5,017,000.00
|
(1)
|
|
Class
B-4
|
$
5,574,000.00
|
(1)
|
|
Class
B-5
|
$
5,575,000.00
|
(1)
|
|
Class
B-6
|
$
6,690,000.00
|
(1)
|
|
Class
B-7
|
$
3,902,000.00
|
(1)
|
|
Class
B-8
|
$
5,575,000.00
|
(1)
|
|
Class
C
|
(2)
|
(2)
|
|
Class
P
|
$
100.00
|
(3)
|
|
Class
R
|
(4)
|
(4)
|
____________
|
(1)
|
Calculated
pursuant to the definition of “Pass-Through Rate;” provided, however, for
purposes of the REMIC Provisions, the reference to Net WAC Cap
in such
definition shall be deemed to be a reference to the Middle-Tier
WAC Cap.
To the extent interest payments on any Class of Certificates based
on the
Middle-Tier WAC Cap exceed the interest payments actually made
based on
the stated Pass-Through Rate for such Class, the excess shall be
treated
as having been received by the Certificateholder and then deposited
by
such Certificateholder into the Supplemental Interest Trust pursuant
to
and as further describe in Section 9.01(k) hereof For purposes
of the
REMIC Provisions, for the first three Distribution Dates only,
interest
accrued on any Class of LIBOR Certificates at a Pass-Through Rate
in
excess of the Middle-Tier Net WAC Cap shall be deemed to have been
paid
from the Basis Risk Reserve Fund.
|
|
(2)
|
The
Class C Certificates shall have an initial principal balance of
$8,361,478.42. The Class C Certificates also comprise a notional
component
having a notional amount that at all times will equal the aggregate
of the
principal balances of the Middle-Tier REMIC 2 Regular Interests
(i.e., the
Pool Collateral Balance). For each Distribution Date (and the related
Accrual Period), the notional component shall bear interest at
a rate
equal to the excess of (a) the weighted average of the interest
rates on
the Middle-Tier REMIC 2 Regular Interests (other than the MT2-I,
MT2-IO
and MT2-C Interests), weighted on the basis of the principal balance
of
each such Middle-Tier REMIC 2 Regular Interest, over (b) the Adjusted
Middle-Tier WAC. For any Distribution Date, interest that accrues
on the
notional component of the Class C Certificates shall be deferred
to the
extent of any increase in the Overcollateralized Amount on such
date. Such
deferred interest shall not itself bear interest. In addition to
the
rights set forth above, the Class C Certificates shall also evidence
ownership of the MT2-I, MT2-IO and MT2-C Interests in the Middle-Tier
REMIC 2.
|
11
|
(3)
|
The
Class P Certificates shall not bear interest at a stated rate.
The Class P
Certificates shall have an initial Class Principal Balance of $100.00.
Prepayment Penalty Amounts paid with respect to the Mortgage Loans
shall
be distributed to the Class P
Certificates.
|
|
(4)
|
The
Class R Certificates represent the sole class of residual interest
in the
Upper-Tier REMIC and do not have a principal balance or a pass-through
rate. In addition, the Class R Certificates represent ownership
of the
LT-R, MT1-R and MT2-R Interests.
|
ARTICLE
I
DEFINITIONS;
DECLARATION OF TRUST
SECTION
1.01. Defined
Terms.
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. All calculations of interest described herein
shall
be made on the basis of an assumed 360-day year consisting of twelve 30-day
months unless otherwise indicated in this Agreement.
“Accepted
Master Servicing Practices”:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
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 Trustee (as successor Master Servicer) or the Master Servicer
(except in its capacity as successor to the Servicer), or (y) as provided
in the
Servicing Agreement, to the extent applicable to the Servicer, but in no
event
below the standard set forth in clause (x).
“Account”:
The
Distribution Account, the Basis Risk Reserve Fund, the Basis Risk Cap Account,
the Swap Account, the Servicing Account and the Prefunding Account, as the
context requires.
“Accrual
Period”:
With
respect to each Distribution Date and the LIBOR Certificates, the period
beginning on the immediately preceding Distribution Date (or the Closing
Date,
in the case of the first Distribution Date) and ending on the day immediately
preceding such Distribution Date. Interest for such Classes of LIBOR
Certificates will be calculated based upon a 360-day year and the actual
number
of days in each Accrual Period. With respect to any Distribution Date, the
Class
C Certificates, each Lower-Tier Regular Interest and each Middle-Tier Regular
Interest, the calendar month preceding such Distribution Date. Interest for
the
Class C Certificates, each Lower-Tier Regular Interest and each Middle-Tier
Regular Interest will be calculated based on a 360-day year and assuming
each
month has 30 days.
“Additional
Disclosure Notification”:
As
defined in Section 3.20(a).
“Additional
Form 10-D Disclosure”:
As
defined in Section 3.20(a).
“Additional
Form 10-K Disclosure”:
As
defined in Section 3.20(b).
“Additional
Termination Event”:
As
defined in the Swap Agreement.
12
“Adjusted
Cap Rate”:
The
Adjusted Cap Rate for the LIBOR Certificates.
“Adjusted
Middle-Tier WAC”:
With
respect to any Distribution Date (and the related Accrual Period), the product
of (i) 2 multiplied by (ii) the weighted average of the interest rates on
the
Middle-Tier REMIC 2 Regular Interests, (other than the MT2-I, MT2-IO and
MT2-C
Interests) weighted on the basis of their principal balances as of the first
day
of the related Accrual Period and computed for this purpose by first
(a)
subjecting the interest rate on the MT2-Q Interests to a cap of 0.00%, and
second
(b)
subjecting the interest rate on each of the XX0-X-0X, XX0-X-0X, XX0-X-0X,
XX0-X0, XX0-X0, XX0-X0, MT2-B4, MT2-B5, MT2-B6, MT2-B7 and MT2-B8 Interests
to a
cap equal to the product of Pass-Through Rate for the Corresponding Class
of
Certificates for such Distribution Date multiplied by the quotient of the
actual
number of days in the Accrual Period divided
by
30.
“Adjustment
Date”:
With
respect to each Mortgage Loan, each adjustment date on which the related
Loan
Rate changes pursuant to the related Mortgage Note. The first Adjustment
Date
following the Cut-off Date as to each Mortgage Loan is set forth in the Mortgage
Loan Schedule.
“Advance”:
With
respect to any Distribution Date and any Mortgage Loan or REO Property, any
advance made by the Master Servicer (including, without limitation, the Trustee
in its capacity as successor Master Servicer) in respect of such Distribution
Date pursuant to Section 5.05 or by the Servicer in accordance with the
Servicing Agreement for such Distribution Date.
“Adverse
REMIC Event”:
Either
(i) the 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) the 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.
“Affected
Party”:
As
defined in the Swap Agreement.
“Affiliate”:
With
respect to any Person, any other Person controlling, controlled by or under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Aggregate
Collateral Balance”:
With
respect to any date of determination (other than the Closing Date), an amount
equal to the aggregate Stated Principal Balance of the Mortgage Loans
plus
the
amount, if any, then on deposit in the Prefunding Account. With respect to
the
Closing Date, an amount equal to the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Initial Cut-off Date plus
the
amount on deposit in the Prefunding Account on the Initial Closing
Date.
“Aggregate
Subsequent Transfer Amount”:
With
respect to any Subsequent Transfer Date, the aggregate Stated Principal Balance
as of the applicable Subsequent Cut-off Date of the Subsequent Mortgage Loans
conveyed on such Subsequent Transfer Date, as listed on the revised Mortgage
Loan Schedule delivered pursuant to Section 2.01(b); provided,
however,
that
such amount shall not exceed the amount on deposit in the Prefunding Account
as
of such Subsequent Transfer Date.
13
“Agreement”:
This
Pooling and Servicing Agreement dated as of June 1, 2007, as amended,
supplemented and otherwise modified from time to time.
“Allocated
Realized Loss Amount”:
With
respect to any Distribution Date and any Class of Offered Certificates, an
amount equal the sum of any Realized Losses allocated to that Class of
Certificates on such Distribution Date and any Allocated Realized Loss Amounts
previously allocated to such Class pursuant to Section 5.03 minus
any
amounts distributed to such Class pursuant to Section 5.01(a) in respect
of
Allocated Realized Loss Amounts.
“American
Home”:
American Home Mortgage Corp., and its successors and assigns, in its capacity
as
Originator of the American Mortgage Loans.
“American
Home Mortgage Loans”:
The
Mortgage Loans for which American Home is listed as “Originator” on the Mortgage
Loan Schedule.
“American
Home Purchase Agreement”:
The
Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1,
2006,
as amended by that certain Amendment Number One, dated as of May 1, 2007,
between GCFP, American Home and American Home Servicing, as the same may
be
amended from time to time, and any assignments and conveyances related to
the
Countrywide Mortgage Loans.
“American
Home Servicing”:
American Home Mortgage Servicing, Inc. and its successors and assigns, in
its
capacity as the Servicer of the American Home Mortgage Loans.
“Assignment”:
With
respect to any Mortgage, an assignment of mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient, under the
laws
of the jurisdiction in which the related Mortgaged Property is located, to
reflect or record the sale of such Mortgage.
“Available
Funds”:
With
respect to any Distribution Date, an amount equal to (i) the sum, without
duplication, of (a) the aggregate of the Monthly Payments received on or
prior to the related Determination Date (excluding Monthly Payments due in
future Due Periods but received by the related Determination Date) in respect
of
the Mortgage Loans, (b) Net Liquidation Proceeds, Insurance Proceeds
(including from primary mortgage insurance policies), Principal Prepayments
(excluding Prepayment Penalty Amounts), Recoveries and other unscheduled
recoveries of principal and interest in respect of the Mortgage Loans received
during the related Prepayment Period, (c) the aggregate of any amounts received
in respect of REO Properties for such Distribution Date in respect of the
Mortgage Loans, (d) the aggregate of any amounts of Interest Shortfalls
(excluding for such purpose all shortfalls as a result of Relief Act Reductions)
paid by the Servicer pursuant to the Servicing Agreement and Compensating
Interest Payments deposited in the Distribution Account for that Distribution
Date in respect of the Mortgage Loans, (e) the aggregate of the Purchase
Prices, Substitution Adjustments, Repurchase Prices and other amounts collected
for purchases or substitutions pursuant to Section 2.03 deposited in the
Distribution Account during the related Prepayment Period in respect of the
Mortgage Loans, (f) the aggregate of any Advances made by the Servicer and
Advances made by the Master Servicer for that Distribution Date in respect
of
the Mortgage Loans, (g) the aggregate of any Advances made by the Trustee
(as successor Master Servicer) for such Distribution Date pursuant to Section
7.02 hereof in respect of the Mortgage Loans and (h) the Termination Price
on the Distribution Date on which the Trust Fund is terminated and (i) with
respect to the Distribution Date in the month immediately following the end
of
the Prefunding Period, any amounts remaining in the Prefunding Account (other
than investment earnings thereon); minus
(ii) the sum of (u) if there is a Deficiency Amount (i) prior to the end of
the Prefunding Period, any amount remaining in the Prefunding Account equal
to
such Deficiency Amount, and (ii) in the case of the Distribution Date
immediately following the end of the Prefunding Period, the amount released
from
the Prefunding Account and transferred to the Distribution Account, if any,
equal to such Deficiency Amount, (v) to the extent of amounts attributable
to interest, the Expense Fees for such Distribution Date in respect of the
Mortgage Loans, (w) to the extent of amounts attributable to interest or
principal, as applicable, amounts in reimbursement for Advances previously
made
in respect of the Mortgage Loans and other amounts as to which the Servicer,
the
Trustee, the Credit Risk Manager, the Securities Administrator, the Custodian
and the Master Servicer are entitled to be reimbursed pursuant to Section
4.03,
(x) first,
to the
extent of amounts attributable to interest, and second,
if such
amounts are insufficient, to the extent of amounts attributable to principal,
the amount payable to the Trustee, the Master Servicer, the Custodian or
the
Securities Administrator pursuant to Section 8.05, Section 3.30(b) and Section
3.31(c) in respect of Mortgage Loans or if not related to a Mortgage Loan
and
(y) amounts deposited in the Distribution Account, as the case may be, in
error,
in respect of Mortgage Loans.
14
“Bankruptcy
Code”:
The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as
amended.
“Basis
Risk Cap Account”:
As
defined in Section 5.13(a).
“Basis
Risk Cap Agreement”:
The
basis risk cap agreement dated July 12, 2007, which agreement provides for
the
monthly payment specified therein to the Securities Administrator (for the
benefit of the Certificateholders) commencing with the Distribution Date
in
August 2007 and ending on the Distribution Date in May 2008, by the Basis
Risk
Cap Provider, but subject to the conditions set forth therein together with
any
schedules, confirmations or other agreements relating thereto, attached hereto
as Exhibit V.
“Basis
Risk Cap Amount”:
With
respect to each Distribution Date, the amount of any payment required to
be made
by the Basis Risk Cap Provider pursuant to the terms of the Basis Risk Cap
Agreement deposited into the Basis Risk Cap Account, and any investment earnings
thereon.
“Basis
Risk Cap Payment Date”:
For so
long as the Basis Risk Cap Agreement is in effect or any amounts remain unpaid
thereunder, the Business Day immediately preceding each Distribution
Date.
15
“Basis
Risk Cap Provider”:
The
counterparty to the Basis Risk Cap Agreement, and any successor in interest
or
assigns. Initially, the Basis Risk Cap Provider shall be The Royal Bank of
Scotland plc.
“Basis
Risk Cap Replacement Receipts”:
As
defined in Section 5.14(a).
“Basis
Risk Cap Replacement Receipts Account”:
As
defined in Section 5.14(a).
“Basis
Risk Cap Termination Payment”:
Upon
the designation of an “Early Termination Date” as defined in the Basis Risk Cap
Agreement, the payment required to be made by the Basis Risk Cap Provider
to the
Securities Administrator pursuant to the terms of the Basis Risk Cap Agreement,
and any unpaid amounts due on previous Basis Risk Cap Payment Dates and accrued
interest thereon as provided in the Basis Risk Cap Agreement, as calculated
by
the Basis Risk Cap Provider and furnished to the Trustee.
“Basis
Risk Cap Termination Receipts”:
As
defined in Section 5.14(a).
“Basis
Risk Cap Termination Receipts Account”:
As
defined in Section 5.14(a).
“Basis
Risk Reserve Fund”:
A fund
created as part of the Trust Fund pursuant to Section 5.07 of this Agreement
but
which is not an asset of any of the REMICs.
“Basis
Risk Shortfall”:
With
respect to any Distribution Date and the LIBOR Certificates, the sum
of:
(i) the
excess, if any, of the Interest Distributable Amount that such Class would
have
been entitled to receive if the Pass-Through Rate for such Class were calculated
without regard to clause (ii) in the definition thereof, over the actual
Interest Distributable Amount such Class is entitled to receive for such
Distribution Date (computed without regard to any allocation of Net Interest
Shortfalls);
(ii) any
excess described in clause (i) above remaining unpaid from prior Distribution
Dates; and
(iii) interest
for the applicable Accrual Period on the amount described in clause (ii)
above
based on the applicable Pass-Through Rate, determined without regard to clause
(ii) in the definition thereof.
“Book-Entry
Certificates”:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a Person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 6.02
hereof). On the Closing Date, all Classes of the Certificates other than
the
Physical Certificates shall be Book-Entry Certificates.
“Bulk
PMI Fee”:
Not
applicable.
“Bulk
PMI Fee Rate”:
Not
applicable.
16
“Bulk
PMI Policy”:
Not
applicable.
“Business
Day”:
Any
day other than a Saturday, a Sunday or a day on which banking or savings
institutions in the State of California, the State of Minnesota, the State
of
Maryland, the State of New York or in the city in which the Corporate Trust
Office of the Trustee or the Securities Administrator is located are authorized
or obligated by law or executive order to be closed.
“Call
Option”:
The
right to terminate this Agreement and the Trust Fund pursuant to the second
paragraph of Section 10.01(a) hereof.
“Call
Option Date”:
As
defined in Section 10.01(a) hereof.
“Certificate”:
Any
Regular Certificate, Residual Certificate, Class C Certificate or Class P
Certificate.
“Certificate
Owner”:
With
respect to each Book-Entry Certificate, any beneficial owner thereof and
with
respect to each Physical Certificate, the Certificateholder
thereof.
“Certificate
Principal Balance”:
With
respect to each Certificate of a given Class (other than the Class C and
Class R
Certificates) and any date of determination, the product of (i) the Class
Principal Balance of such Class and (ii) the applicable Percentage Interest
of
such Certificate.
“Certificate
Register”
and
“Certificate
Registrar”:
The
register maintained and registrar appointed pursuant to Section 6.02 hereof,
which initially shall be the Securities Administrator.
“Certificateholder”
or
“Holder”:
The
Person in whose name a Certificate is registered in the Certificate Register,
except that a Disqualified Organization or non-U.S. Person shall not be a
Holder
of the Residual Certificate for any purpose hereof; provided
that
solely for the purposes of taking any action or giving any consent pursuant
to
this Agreement, any Certificate registered in the name of the Depositor,
the
Trustee, the Master Servicer, the NIMS Insurer, the Securities Administrator,
the Servicer, the Credit Risk Manager or any Affiliate thereof shall be deemed
not to be outstanding in determining whether the requisite percentage necessary
to effect any such consent has been obtained, except that, in determining
whether the Trustee shall be protected in relying upon any such consent,
only
Certificates which a Responsible Officer of the Trustee knows to be so owned
shall be disregarded.
“Certification
Parties”:
As
defined in Section 3.19.
“Certifying
Person”:
As
defined in Section 3.19.
“Class”:
Collectively, Certificates that have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
17
“Class
B-1 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-1 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date) and (ii) the Class Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) for each Distribution Date prior to July 2013, 89.250% and
thereafter 91.400% and (ii) the Aggregate Collateral Balance as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the Aggregate Collateral Balance as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus
the
related Overcollateralization Floor.
“Class
B-2 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Class Principal Balance of the Class B-1 Certificates (after
taking into account the distribution of the Class B-1 Principal Distribution
Amount on such Distribution Date) and (iii) the Class Principal Balance of
the
Class B-2 Certificates immediately prior to such Distribution Date over (y)
the
lesser of (A) the product of (i) for each Distribution Date prior to July
2013,
90.875% and thereafter 92.700% and (ii) the Aggregate Collateral Balance
as of
the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the Aggregate Collateral Balance as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus
the
related Overcollateralization Floor.
“Class
B-3 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-3 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the aggregate Class
Principal Balance of the Class B-2 Certificates (after taking into account
the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Class Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) for each Distribution Date prior to July 2013, 92.000% and
thereafter 93.600% and (ii) the Aggregate Collateral Balance as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the Aggregate Collateral Balance as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus
the
related Overcollateralization Floor.
18
“Class
B-4 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-4 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the aggregate Class
Principal Balance of the Class B-2 Certificates (after taking into account
the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date), (iv) the aggregate Class Principal Balance of the Class B- 3 Certificates
(after taking into account the distribution of the Class B-3 Principal
Distribution Amount on such Distribution Date) and (v) the Class Principal
Balance of the Class B-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) for each Distribution
Date
prior to July 2013, 93.250% and thereafter 94.600% and (ii) the Aggregate
Collateral Balance as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the Aggregate Collateral
Balance as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus
the
related Overcollateralization Floor.
“Class
B-5 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-5 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the Class Principal Balance of the Class B-1 Certificates (after
taking into account the distribution of the Class B-1 Principal Distribution
Amount on such Distribution Date), (iii) the aggregate Class Principal Balance
of the Class B-2 Certificates (after taking into account the distribution
of the
Class B-2 Principal Distribution Amount on such Distribution Date), (iv)
the
aggregate Class Principal Balance of the Class B-3 Certificates (after taking
into account the distribution of the Class B-3 Principal Distribution Amount
on
such Distribution Date), (v) the aggregate Class Principal Balance of the
Class
B-4 Certificates (after taking into account the distribution of the Class
B-4
Principal Distribution Amount on such Distribution Date) and (vi) the Class
Principal Balance of the Class B-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) for each
Distribution Date prior to July 2013, 94.500% and thereafter 95.600% and
(ii)
the Aggregate Collateral Balance as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the Aggregate
Collateral Balance as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus
the
related Overcollateralization Floor.
19
“Class
B-6 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-6 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the aggregate Class
Principal Balance of the Class B-2 Certificates (after taking into account
the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date), (iv) the aggregate Class Principal Balance of the Class B-3 Certificates
(after taking into account the distribution of the Class B-3 Principal
Distribution Amount on such Distribution Date), (v) the aggregate Class
Principal Balance of the Class B-4 Certificates (after taking into account
the
distribution of the Class B-4 Principal Distribution Amount on such Distribution
Date), (vi) the aggregate Class Principal Balance of the Class B-5 Certificates
(after taking into account the distribution of the Class B-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Class Principal
Balance of the Class B-6 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) for each Distribution
Date
prior to July 2013, 96.000% and thereafter 96.800% and (ii) the Aggregate
Collateral Balance as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the Aggregate Collateral
Balance as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus
the
related Overcollateralization Floor.
“Class
B-7 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-7 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the aggregate Class
Principal Balance of the Class B-2 Certificates (after taking into account
the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date), (iv) the aggregate Class Principal Balance of the Class B-3 Certificates
(after taking into account the distribution of the Class B-3 Principal
Distribution Amount on such Distribution Date), (v) the aggregate Class
Principal Balance of the Class B-4 Certificates (after taking into account
the
distribution of the Class B-4 Principal Distribution Amount on such Distribution
Date), (vi) the aggregate Class Principal Balance of the Class B-5 Certificates
(after taking into account the distribution of the Class B-5 Principal
Distribution Amount on such Distribution Date), (vii) the aggregate Class
Principal Balance of the Class B-6 Certificates (after taking into account
the
distribution of the Class B-6 Principal Distribution Amount on such Distribution
Date) and (viii) the aggregate Class Principal Balance of the Class B-7
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) for each Distribution Date prior to July 2013, 96.875%
and thereafter 97.500% and (ii) the Aggregate Collateral Balance as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the Aggregate Collateral Balance as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus
the
related Overcollateralization Floor.
20
“Class
B-8 Principal Distribution Amount”:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
Class
Principal Balance of the Class B-8 Certificates immediately prior to such
Distribution Date and (b) the excess of (x) the sum of (i) the aggregate
Class
Principal Balance of the Senior Certificates (after taking into account the
distribution of the Senior Principal Distribution Amount on such Distribution
Date), (ii) the aggregate Class Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (iii) the aggregate Class
Principal Balance of the Class B-2 Certificates (after taking into account
the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date), (iv) the aggregate Class Principal Balance of the Class B-3 Certificates
(after taking into account the distribution of the Class B-3 Principal
Distribution Amount on such Distribution Date), (v) the aggregate Class
Principal Balance of the Class B-4 Certificates (after taking into account
the
distribution of the Class B-4 Principal Distribution Amount on such Distribution
Date), (vi) the aggregate Class Principal Balance of the Class B-5 Certificates
(after taking into account the distribution of the Class B-5 Principal
Distribution Amount on such Distribution Date), (vii) the aggregate Class
Principal Balance of the Class B-6 Certificates (after taking into account
the
distribution of the Class B-6 Principal Distribution Amount on such Distribution
Date), (viii) the aggregate Class Principal Balance of the Class B-7
Certificates (after taking into account the distribution of the Class B-7
Principal Distribution Amount on such Distribution Date) and (ix) the Class
Principal Balance of the Class B-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) for each
Distribution Date prior to July 2013, 98.125% and thereafter 98.500% and
(ii)
the Aggregate Collateral Balance as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the Aggregate
Collateral Balance as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus
the
related Overcollateralization Floor.
“Class
C Distributable Amount”:
With
respect to any Distribution Date, the amount of interest that has accrued
on the
Class C Notional Balance, as described in the Preliminary Statement, but
that
has not been distributed pursuant to Section 5.01(a)(iv)(I) hereof prior
to such
Distribution Date. In addition, such amount shall include the initial
Overcollateralized Amount (less the $100 of such amount allocated to the
Class P
Certificates) to the extent such amount has not been distributed on prior
Distribution Dates as part of the Overcollateralization Release
Amount.
“Class
C Notional Balance”:
With
respect to any Distribution Date (and the related Accrual Period) the aggregate
principal balance of the Middle-Tier REMIC 2 Regular Interests (the Pool
Collateral Balance) as specified in the Preliminary Statement.
21
“Class
I Shortfalls”:
For any
Swap Payment Date, the excess, if any, of the amount owed to the Swap Provider
under the Swap Agreement over the interest accrued on the MT2-IO Interest
in the
Middle-Tier REMIC 2 for the Accrual Period immediately related to the
Distribution Date immediately following such Swap Payment Date.
“Class
P Distributable Amount”:
With
respect to each Distribution Date, all Prepayment Penalty Amounts in respect
of
the Mortgage Loans received by the Servicer for the related Prepayment
Period.
“Class
Principal Balance”:
With
respect to any Distribution Date and any Class of Regular Certificates, the
Original Class Principal Balance thereof as (a) reduced by the sum of (x)
all
amounts actually distributed in respect of principal of that Class on all
prior
Distribution Dates, (y) all Realized Losses, if any, actually allocated to
that
Class on all prior Distribution Dates and (z) any applicable Writedown Amount,
and (b) increased by (x) the amount of Deferred Interest allocated to such
Class
of Certificates on such Distribution Date as set forth in Section 5.02 and
(y)
any Recoveries allocated to such Class of Certificates pursuant to Section
5.08.
“Close
of Business”:
As
used herein, with respect to any Business Day and location, 5:00 p.m. at
such
location.
“Closing
Date”:
July
12, 2007.
“Code”:
The
Internal Revenue Code of 1986, as amended.
“Collateral
Account”:
The
account established and maintained by the Securities Administrator in accordance
with the provisions of Section 5.10(b).
“Commission”:
U.S.
Securities and Exchange Commission.
“Compensating
Interest Payment”:
With
respect to any Distribution Date, an
amount equal to the amount, if any, by which (x) the aggregate
amount of any Interest Shortfalls (excluding for such purpose all shortfalls
as
a result of Relief Act Reductions) required to be paid by the Servicer pursuant
to the Servicing Agreement with respect to such Distribution Date, exceeds
(y)
the aggregate amount actually paid by the Servicer in respect of such
shortfalls; provided,
that
such amount, to the extent payable by the Master Servicer, shall not exceed
the
aggregate Master Servicing Fee that would be payable to the Master Servicer
in
respect of such Distribution Date without giving effect to any Compensating
Interest Payment.
“Controlling
Person”:
With
respect to any Person, any other Person who “controls” such Person within the
meaning of the Securities Act.
“Cooperative
Corporation”:
The
entity that holds title (fee or an acceptable leasehold estate) to the real
property and improvements constituting the Cooperative Property and which
governs the Cooperative Property, which Cooperative Corporation must qualify
as
a Cooperative Housing Corporation under Section 216 of the Code.
22
“Cooperative
Loan”:
Any
Mortgage Loan secured by Cooperative Shares and a Proprietary
Lease.
“Cooperative
Loan Documents”:
With
respect to any Cooperative Loan, (i) the Cooperative Shares, together with
a
stock power in blank; (ii) the original or a copy of the executed Security
Agreement and the assignment of the Security Agreement in blank; (iii) the
original or a copy of the executed Proprietary Lease and the original assignment
of the Proprietary Lease endorsed in blank; (iv) the original, if available,
or
a copy of the executed Recognition Agreement and, if available, the original
assignment of the Recognition Agreement (or a blanket assignment of all
Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing
statement with evidence of recording thereon, which has been filed in all
places
required to perfect the security interest in the Cooperative Shares and the
Proprietary Lease; and (vi) executed UCC amendments (or copies thereof) or
other
appropriate UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with evidence
of
recording thereon (or in a form suitable for recordation).
“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
Cooperative Shares of the Cooperative Corporation.
“Cooperative
Shares”:
Shares
issued by a Cooperative Corporation.
“Cooperative
Unit”:
A
single family dwelling located in a Cooperative Property.
“Corporate
Trust Office”:
With
respect to the Trustee, the principal corporate trust office of the Trustee
at
which at any particular time its corporate trust business in connection with
this Agreement shall be administered, which office at the date of the execution
of this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx,
Xxxxxxxxxx 00000, Attention: Client Manager—HarborView Trust 2007-5, or at such
other address as the Trustee may designate from time to time by notice to
the
Certificateholders, the Depositor, the Master Servicer, the Securities
Administrator and the Seller. With respect to the Securities Administrator
and
the Certificate Registrar and (i) presentment of Certificates for registration
of transfer, exchange or final payment, Xxxxx Fargo Bank, National Association,
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention:
Corporate Trust, HarborView Mortgage Loan Trust 2007-5, and (ii) for all
other
purposes, X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000 (or for overnight deliveries,
0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000), Attention: Corporate
Trust,
HarborView Mortgage Loan Trust 2007-5.
“Corresponding
Class”:
With
respect to each class of Middle Tier Regular Interests, the Class or Classes
of
Certificates corresponding to such class as set forth in the Preliminary
Statement.
“Credit
Enhancement Percentage”:
With
respect to any Distribution Date and any Class of Certificates, the percentage
obtained by dividing (i) the sum of (x) the aggregate Class Principal Balance
of
the Subordinate Certificates subordinate to such Class and (y) the
Overcollateralized Amount by (y) the Aggregate Collateral Balance.
23
|
Initial
Credit Enhancement
Percentage
|
Target
Credit Enhancement
Percentage
before
July
2013 or
Stepdown
Date
|
Target
Credit Enhancement
Percentage
on or after
July
2013 or
Stepdown
Date
|
|
|
Senior
|
5.8500%
|
14.6250%
|
11.7000%
|
|
B-1
|
4.3000%
|
10.7501%
|
8.6001%
|
|
B-2
|
3.6500%
|
9.1249%
|
7.2999%
|
|
B-3
|
3.2000%
|
7.9999%
|
6.3999%
|
|
B-4
|
2.7000%
|
6.7501%
|
5.4001%
|
|
B-5
|
2.2000%
|
5.5000%
|
4.4000%
|
|
B-6
|
1.6000%
|
3.9999%
|
3.1999%
|
|
B-7
|
1.2500%
|
3.1250%
|
2.5000%
|
|
B-8
|
0.7500%
|
1.8749%
|
1.4999%
|
“Credit
Risk Management Agreement”:
Either
(i) any of the credit risk management agreements dated as of the Closing
Date,
entered into by the Servicer and the Credit Risk Manager or (ii) the credit
risk
management agreement dated as of the Closing Date, entered into by the Master
Servicer and the Credit Risk Manager, as applicable.
“Credit
Risk Manager”:
Xxxxxxx Fixed Income Services Inc., a Colorado corporation, and its successors
in interest and assigns.
“Credit
Risk Manager Fee”:
With
respect to any Distribution Date and each Mortgage Loan serviced by the Servicer
that has entered into a Credit Risk Management Agreement, an amount equal
to the
product of (a) one twelfth, (b) the Credit Risk Manager Fee Rate and (c)
the
Scheduled Principal Balance of such Mortgage Loan as of the first day of
the
related Collection Period.
“Credit
Risk Manager Fee Rate”:
0.005%
per annum.
“Credit
Support Annex”:
The
credit support annex to the Swap Agreement dated as of July 14, 2007, between
the Securities Administrator, on behalf of the Supplemental Interest Trust
and
the Swap Provider.
“Custodian”:
For
purposes of this Agreement, the Custodian shall be Deutsche Bank National
Trust
Company and its successor in interest and assign acting as custodian of the
Mortgage Files.
“Cut-off
Date”:
The
Initial Cut-off Date or the Subsequent Cut-off Date, as applicable.
“Cut-off
Date Aggregate Principal Balance”:
The
aggregate of the Cut-off Date Principal Balances of all of the Mortgage
Loans.
“Cut-off
Date Collateral Balance”:
With
respect to any Distribution Date, the sum of (i) the aggregate Stated Principal
Balance of all Initial Mortgage Loans as of the Initial Cut-off Date and
(ii)
the Prefunded Amount.
24
“Cut-off
Date Principal Balance”:
With
respect to any Mortgage Loan, the principal balance thereof remaining to
be
paid, after application of all scheduled principal payments due on or before
the
applicable Cut-off Date whether or not received as of the applicable Cut-off
Date (or as of the applicable date of substitution with respect to a Qualified
Substitute Mortgage Loan).
“Debt
Service Reduction”:
With
respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for
that Mortgage Loan by a court of competent jurisdiction in a proceeding under
the Bankruptcy Code, unless the reduction results from a Deficient
Valuation.
“Defaulting
Party”:
As
defined in the Swap Agreement.
“Deferred
Interest”:
With
respect to each Mortgage Loan and each related Due Date, will be the excess,
if
any, of the amount of interest accrued on such Mortgage Loan from the preceding
Due Date to such due date over the portion of the Monthly Payment allocated
to
interest for such Due Date.
“Deficient
Valuation”:
With
respect to any Mortgage Loan, a valuation of the related Mortgaged Property
by a
court of competent jurisdiction in an amount less than the then outstanding
principal balance of the Mortgage Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”:
Any
Certificate evidenced by a Physical Certificate and any Certificate issued
in
lieu of a Book-Entry Certificate pursuant to Section 6.02(c) or (d)
hereof.
“Deleted
Mortgage Loan”:
A
Mortgage Loan replaced or to be replaced by one or more Qualified Substitute
Mortgage Loans.
“Delinquent”:
Any
Mortgage Loan with respect to which the Monthly Payment due on a Due Date
is not
made.
“Depositor”:
Greenwich Capital Acceptance, Inc., a Delaware corporation, or any successor
in
interest or assign.
“Depository”:
The
initial Depository shall be The Depository Trust Company, whose nominee is
Cede
& Co., or any other organization registered as a “clearing agency” pursuant
to Section 17A of the Exchange Act. The Depository shall initially be the
registered Holder of the Book-Entry Certificates. The Depository shall at
all
times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
“Depository
Participant”:
A
broker, dealer, bank or other financial institution or other person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
“Determination
Date”:
With
respect to any Distribution Date and each Mortgage Loan, the date each month,
as
set forth in the applicable Servicing Agreement, on which the Servicer
determines the amount of all funds required to be remitted to the Master
Servicer on the Servicer Remittance Date with respect to such Mortgage Loan.
25
“Disqualified
Organization”:
A
“disqualified organization” defined in Section 860E(e)(5) of the Code, or any
other Person so designated by the Securities Administrator based upon an
Opinion
of Counsel provided to the Securities Administrator by nationally recognized
counsel acceptable to the Securities Administrator that the holding of an
ownership interest in the Residual Certificate by such Person may cause the
Trust Fund or any Person having an ownership interest in any Class of
Certificates (other than such Person) to incur liability for any federal
tax
imposed under the Code that would not otherwise be imposed but for the transfer
of an ownership interest in the Residual Certificate to such
Person.
“Distressed
Mortgage Loan”:
Any
Mortgage Loan that at the date of determination is Delinquent in payment
for a
period of 90 days or more without giving effect to any grace period permitted
by
the related Mortgage Note or for which the Servicer on behalf of the Trust
Fund
has accepted a deed in lieu of foreclosure.
“Distribution
Account”:
The
trust account or accounts created and maintained by the Securities Administrator
pursuant to Section 4.02 hereof for the benefit of the Certificateholders
and
designated “Distribution Account, Xxxxx Fargo Bank, N.A., as Securities
Administrator, on behalf of Deutsche Bank National Trust Company, as Trustee,
in
trust for the registered Holders of HarborView Mortgage Loan Trust Mortgage
Loan
Pass-Through Certificates, Series 2007-5” and which must be an Eligible
Account.
“Distribution
Account Income”:
With
respect to any Distribution Date, any interest or other investment income
earned
on funds deposited in the Distribution Account during the month of such
Distribution Date.
“Distribution
Date”:
The
19th day of each month, or, if such day is not a Business Day, the next Business
Day commencing in July 2007.
“Distribution
Date Statement”:
As
defined in Section 5.04(a) hereof.
“Due
Date”:
With
respect to each Mortgage Loan and any Distribution Date, the first day of
the
calendar month in which such Distribution Date occurs on which the Monthly
Payment for such Mortgage Loan was due, exclusive of any days of
grace.
“Due
Period”:
With
respect to any Distribution Date, the period commencing on the second day
of the
month preceding the month in which such Distribution Date occurs and ending
on
the first day of the month in which such Distribution Date occurs.
“Eligible
Account”:
Any
of:
(i) an
account or accounts maintained with a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of
which
(or, in the case of a depository institution or trust company that is the
principal subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated in the highest short term
rating
category of each Rating Agency at the time any amounts are held on deposit
therein, provided,
that
following a downgrade, withdrawal, or suspension of such institution’s rating
below such ratings set forth above, each account shall promptly (and in any
case
within not more than 30 calendar days) be moved to an Eligible Account or
to one
or more segregated trust accounts in the trust department of such institution
which has the required ratings;
26
(ii) an
account or accounts the deposits in which account are secured such that,
as
evidenced by an Opinion of Counsel delivered to the Securities Administrator
and
the Trustee and to each Rating Agency, the Trustee on behalf of the
Certificateholders will have a claim with respect to the funds in the account
or
a perfected first priority security interest against the collateral (which
shall
be limited to Permitted Investments) securing those funds that is superior
to
claims of any other depositors or creditors of the depository institution
with
which such account is maintained;
(iii) a
trust
account or accounts maintained with the trust department of a federal or
state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity; or
(iv) an
account otherwise acceptable to each Rating Agency without reduction or
withdrawal of its then current ratings of the Certificates as evidenced by
a
letter from such Rating Agency to the Securities Administrator and the Trustee.
Eligible
Accounts may bear interest.
“ERISA”:
The
Employee Retirement Income Security Act of 1974, as amended.
“ERISA-Restricted
Certificates”:
(i)
the Class A-1B and Class A-1C Certificates, the Subordinate Certificates
and the
Residual Certificate and (ii) any Class A-1A Certificates that are not rated
at
least “AA-” (or its equivalent) by at least one nationally rated statistical
rating organization upon acquisition.
“ERISA
Restricted Trust Certificate”:
The
Offered Certificates.
“Event
of Default”:
In
respect of the Master Servicer, one or more of the events (howsoever described)
set forth in Section 7.01 hereof as an event or events upon the occurrence
and
continuation of which the Master Servicer may be terminated.
“Exchange
Act”:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
“Expense
Fee”:
With
respect to any Mortgage Loan, the sum of (i) the Master Servicing Fee, (ii)
the
Servicing Fee, (iii) any Credit Risk Manager Fee, (iv) any Bulk PMI Fee,
if
applicable, and (v) with respect to any Lender-Paid Mortgage Insurance Loan,
the
Lender-Paid Mortgage Insurance Fee.
“Expense
Fee Rate”:
With
respect to any Mortgage Loan, the per annum rate at which the Expense Fee
accrues for such Mortgage Loan as set forth in the Mortgage Loan
Schedule.
“Extra
Principal Distribution Amount”:
With
respect to any Distribution Date, is the lesser of (x) the Net Monthly Excess
Cashflow for such Distribution Date (after distribution of any amounts pursuant
to Section 5.01(a)(iii)) and (y) the Overcollateralization Deficiency Amount
for
such Distribution Date.
27
“Xxxxxx
Xxx”:
The
Federal National Mortgage Association or any successor thereto.
“FDIC”:
The
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Distribution Date”:
The
Distribution Date occurring in August 2037.
“Final
Recovery Determination”:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by the Seller pursuant to or
contemplated by Section 2.03 and 10.01), a determination made by the Servicer,
and reported to the Trustee, that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Servicer expects to be finally
recoverable in respect thereof have been so recovered.
“Form
8-K Disclosure Information”:
As
defined in Section 3.20(c).
“Xxxxxxx
Mac”:
The
Federal Home Loan Mortgage Corporation or any successor thereto.
“GCFP”:
Greenwich Capital Financial Products, Inc., and its successors in interest
and
assigns.
“Gross
Margin”:
With
respect to each Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note that is added to the applicable Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine
the
Loan Rate for such Mortgage Loan.
“Indemnified
Persons”:
The
Trustee (individually in its corporate capacity and in all capacities
hereunder), the Master Servicer, the Depositor, the Custodian, the Securities
Administrator (in all capacities hereunder) and the NIMS Insurer and their
respective officers, directors, agents and employees and, with respect to
the
Trustee, any separate co-trustee and its officers, directors, agents and
employees.
“Indenture”:
An
indenture relating to the issuance of notes secured by the Class C Certificates,
the Class P Certificates and/or the Residual Certificates (or any portion
thereof) which may or may not be guaranteed by the NIMS Insurer.
“Independent”:
When
used with respect to any accountants, a Person who is “independent” within the
meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
S-X. Independent means, 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 or indirect 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.
28
“Index”:
With
respect to each Mortgage Loan and each Adjustment Date, the index specified
in
the related Mortgage Note.
“Initial
Certificate Principal Balance”:
With
respect to any Certificate other than the Class C and Class R Certificates,
the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Initial
Cut-off Date”:
With
respect to any Initial Mortgage Loan, the Close of Business in New York City
on
June 1, 2007.
“Initial
LIBOR Rate”:
5.320%.
“Initial
Mortgage Loan”:
Any of
the Mortgage Loans conveyed to the Trust Fund on the Closing Date pursuant
to
Section 2.01 hereof, which Mortgage Loans shall be listed on the Mortgage
Loan Schedule delivered pursuant to this Agreement.
“Insurance
Proceeds”:
With
respect to any Mortgage Loan, proceeds of any title policy, hazard policy
or
other insurance policy covering a Mortgage Loan, to the extent such proceeds
are
not to be applied to the restoration of the related Mortgaged Property or
released to the related Mortgagor in accordance with the Servicing
Agreement.
“Interest
Distributable Amount”:
With
respect to any Distribution Date and each Class of Certificates (other than
the
Class C, Class P and Class R Certificates), the sum of (i) the Monthly
Interest Distributable Amount for that Class and (ii) the Unpaid Interest
Shortfall Amount for that Class.
“Interest
Remittance Amount”:
With
respect to any Distribution Date, the portion of the Available Funds for
such
Distribution Date attributable to interest received or advanced with respect
to
the Mortgage Loans plus
Principal Prepayments for the related Prepayment Period to the extent of
Deferred Interest for the related Distribution Date. For the avoidance of
doubt,
(i) the Interest Remittance Amount available on each Swap Payment Date for
distributions to the Swap Account shall be equal to the Interest Remittance
Amount on the related Distribution Date and (ii) the Interest Remittance
Amount
for each Distribution Date shall be calculated without regard to any
distributions to the Swap Account on the related Swap Payment Date.
“Interest
Shortfall”:
With
respect to any Distribution Date and each Mortgage Loan that during the related
Prepayment Period was the subject of a Principal Prepayment or a reduction
of
its Monthly Payment under the Relief Act, an amount determined as
follows:
(a) Principal
Prepayments in part received during the relevant Prepayment Period: the
difference between (i) one month’s interest at the applicable Net Loan Rate for
such Mortgage Loan on the amount of such prepayment and (ii) the amount of
interest for the calendar month of such prepayment (adjusted to the applicable
Net Loan Rate) received at the time of such prepayment; and
(b) Principal
Prepayments in full received during the relevant Prepayment Period: the
difference between (i) one month’s interest at the applicable Net Loan Rate on
the Stated Principal Balance of such Mortgage Loan immediately prior to such
prepayment and (ii) the amount of interest for the calendar month of such
prepayment (adjusted to the applicable Net Loan Rate) received at the time
of
such prepayment; and
29
(c) any
Relief Act Reductions for such Distribution Date.
“Latest
Possible Maturity Date”:
As
determined as of the Cut-off Date, the Distribution Date following the fifth
anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.
“Lender-Paid
Mortgage Insurance Loan”:
Each
Mortgage Loan identified as such in the Mortgage Loan Schedule.
“Lender-Paid
Mortgage Insurance Fee”:
With
respect to any Distribution Date and each Lender Paid Mortgage Insurance
Mortgage Loan, an amount equal to the product of the Lender-Paid Mortgage
Insurance Fee Rate and the outstanding Principal Balance of such Mortgage
Loan
as of the first day of the related Due Period.
“Lender-Paid
Mortgage Insurance Fee Rate”:
For
each Lender-Paid Mortgage Insurance Loan and any Distribution Date, the per
annum rate required to be paid in connection with the related lender-paid
mortgage insurance policy for such Mortgage Loan on such Distribution
Date.
“LIBOR”:
With
respect to the first Accrual Period, the Initial LIBOR Rate. With respect
to
each subsequent Accrual Period, a per annum rate determined on the LIBOR
Determination Date in the following manner by the Securities Administrator
on
the basis of the “Interest Settlement Rate” set by the BBA for one-month United
States dollar deposits, as such rates appear on Reuters’ “page LIBOR 01”, as of
11:00 a.m. (London time) on such LIBOR Determination Date.
(a) If
on
such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
appear on Reuters’ “page LIBOR 01” as of 11:00 a.m. (London time), or if
Reuters’ “page LIBOR 01” is not available on such date, the Securities
Administrator will obtain such rate from Bloomberg’s page “BBAM.” If such rate
is not published for such LIBOR Determination Date, LIBOR for such date will
be
the most recently published Interest Settlement Rate. In the event that the
BBA
no longer sets an Interest Settlement Rate, the rate for such date will be
determined on the basis of the rates at which one-month U.S. dollar deposits
are
offered by the Reference Banks at approximately 11:00 am (London time) on
such
date to prime banks in the London interbank market. In such event, the
Securities Administrator 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 for that date will be the arithmetic mean
of
the quotations (rounded upwards if necessary to the nearest whole multiple
of
1/16%). If fewer than two quotations are provided as requested, the rate
for
that date will be the arithmetic mean of the rates quoted by major banks
in New
York City, selected by the Securities Administrator (after consultation with
the
Depositor), at approximately 11:00 a.m. (New York City time) on such date
for
one-month U.S. dollar loan to leading European banks.
(b) The
establishment of LIBOR by the Securities Administrator and the Securities
Administrator’s subsequent calculation of the Pass-Through Rate applicable to
the LIBOR Certificates for the relevant Accrual Period, in the absence of
manifest error, will be final and binding.
30
“LIBOR
Business Day”:
Any
day on which banks in London, England and The City of New York are open and
conducting transactions in foreign currency and exchange.
“LIBOR
Certificates”:
The
Class A-1A, Class A-1B, Class A-1C, Class B-1, Class B-2, Class B-3, Class
B-4,
Class B-5, Class B-6, Class B-7 and Class B-8 Certificates.
“LIBOR
Determination Date”:
The
second LIBOR Business Day immediately preceding the commencement of each
Accrual
Period for the LIBOR Certificates.
“Liquidated
Mortgage Loan”:
With
respect to any Distribution Date, any Mortgage Loan in respect of which the
Servicer has determined, as of the end of the related Prepayment Period,
that
all Liquidation Proceeds that it expects to recover with respect to the
liquidation of such Mortgage Loan or disposition of the related REO Property
have been recovered.
“Liquidation
Event”:
With
respect to any Mortgage Loan, any of the following events: (i) such Mortgage
Loan is paid in full; (ii) a Final Recovery Determination is made as to such
Mortgage Loan; or (iii) such Mortgage Loan is removed from the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
hereunder. With respect to any REO Property, either of the following events:
(i)
a Final Recovery Determination is made as to such REO Property; or (ii) such
REO
Property is removed from the Trust Fund by reason of its being sold or purchased
pursuant to Section 10.01 hereof or the applicable provisions of the Servicing
Agreement.
“Liquidation
Expenses”:
With
respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
incurred by or for the account of the Master Servicer or the Servicer, such
expenses including (a) property protection expenses, (b) property sales
expenses, (c) foreclosure and sale costs, including court costs and reasonable
attorneys’ fees, and (d) similar expenses reasonably paid or incurred in
connection with liquidation.
“Liquidation
Proceeds”:
With
respect to any Mortgage Loan, the amount (other than amounts received in
respect
of the rental of any REO Property prior to REO Disposition) received by the
Servicer as proceeds from the liquidation of such Mortgage Loan, as determined
in accordance with the applicable provisions of the Servicing Agreement,
other
than Recoveries; provided
that
with respect to any Mortgage Loan or REO Property repurchased, substituted
or
sold pursuant to or as contemplated hereunder, or pursuant to the applicable
provisions of the applicable Servicing Agreement, “Liquidation Proceeds” shall
also include amounts realized in connection with such repurchase, substitution
or sale.
“Loan
Rate”:
With
respect to each Mortgage Loan, the annual rate at which interest accrues
on such
Mortgage Loan from time to time in accordance with the provisions of the
related
Mortgage Note.
“Loan-to-Value
Ratio”:
With
respect to each Mortgage Loan and any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Principal Balance
of
the Mortgage Loan at such date of determination and the denominator of which
is
the Value of the related Mortgaged Property.
31
“Lost
Note Affidavit”:
With
respect to any Mortgage Loan as to which the original Mortgage Note has been
lost or destroyed and has not been replaced, an affidavit from the Seller
certifying that the original Mortgage Note has been lost, misplaced or destroyed
(together with a copy of the related Mortgage Note and indemnifying the Trust
Fund against any loss, cost or liability resulting from the failure to deliver
the original Mortgage Note) in the form of Exhibit H hereto.
“Lower-Tier
Regular Interest”:
As
described in the Preliminary Statement.
“Lower-Tier
REMIC”:
As
described in the Preliminary Statement.
“Majority
Certificateholders”:
The
Holders of Certificates evidencing at least 51% of the Voting
Rights.
“Master
Servicer”:
Xxxxx
Fargo Bank, N.A., or any successor Master Servicer appointed as herein
provided.
“Master
Servicing Fee”:
As to
any Distribution Date and each related Mortgage Loan, an amount equal to
the
product of the applicable Master Servicing Fee Rate and the outstanding
Principal Balance of such Mortgage Loan as of the first day of the related
Due
Period.
“Master
Servicing Fee Rate”:
0.0075% per annum.
“Maximum
Loan Rate”:
With
respect to each Mortgage Loan, the percentage set forth in the related Mortgage
Note as the maximum Loan Rate thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS
Mortgage Loan”:
Any
Mortgage Loan registered with MERS on the MERS System.
“MERS® System”:
The
system of recording transfers of mortgages electronically maintained by
MERS.
“Middle-Tier
REMIC 1 Regular Interest”:
As
described in the Preliminary Statement.
“Middle-Tier
REMIC 2 Regular Interest”:
As
described in the Preliminary Statement.
“Middle-Tier
REMIC 1”:
As
described in the Preliminary Statement.
“Middle-Tier
REMIC 2”:
As
described in the Preliminary Statement.
“Middle-Tier
Net WAC Cap”:
For any
Distribution Date, the product of (i) the weighted average of the interest
rates
on the Middle-Tier REMIC 2 Regular Interests for such Distribution Date (other
than the MT2-C, MT2-IO and MT2-I Interests) multiplied by (ii) the quotient
of
30 divided by the actual number of days in the accrual period.
32
“MIN”:
The
Mortgage Identification Number for any MERS Mortgage Loan.
“MOM
Loan”:
Any
Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee
for the
originator of such Mortgage Loan and its successors in interest and
assigns.
“Monthly
Interest Distributable Amount”:
With
respect to each Class of Certificates (other than the Class C, Class P and
Class
R Certificates) and any Distribution Date, the amount of interest accrued
during
the related Accrual Period at the lesser of the related Pass-Through Rate
and
the Adjusted Cap Rate on the Class Principal Balance of that Class immediately
prior to that Distribution Date; provided,
however,
the
amount so accrued shall be reduced by the Net Interest Shortfalls, if any,
allocated to such Class of Certificates. Net Interest Shortfalls shall be
allocated among each Class of Senior Certificates and the Subordinate
Certificates based on, in the case of each Class of Senior Certificates,
the
amount of interest accrued in the related Accrual Period at the applicable
Pass-Through Rate, and in the case of each Class of Subordinate Certificates,
the interest accrued in the related Accrual Period at the applicable
Pass-Through Rate. In addition, for purposes of compliance with the REMIC
Provisions, (A) the Monthly Interest Distributable Amount for each Class
of
Subordinate Certificates shall be calculated by reducing the related
Pass-Through Rate by a per annum rate equal to (i) 12 times the Subordinate
Class Expense Share for such Class divided
by
(ii) the
Class Principal Balance of such Class as of the beginning of the related
Accrual
Period and (B) such Class shall be deemed to bear interest at such Pass-Through
Rate as so reduced for federal income tax purposes.
“Monthly
Payment”:
With
respect to any Mortgage Loan, the scheduled monthly payment of principal
and/or
interest on such Mortgage Loan that is payable by the related Mortgagor from
time to time under the related Mortgage Note, determined, for the purposes
of
this Agreement: (a) after giving effect to any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to the applicable provisions of the Servicing Agreement; and (c)
on the
assumption that all other amounts, if any, due under such Mortgage Loan are
paid
when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc. and its successors.
“Mortgage”:
The
mortgage, deed of trust or other instrument creating a first lien on, or
first
priority security interest in, a Mortgaged Property securing a Mortgage
Note.
“Mortgage
File”:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”:
Each
mortgage loan (including Cooperative Loans) transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(e) hereof as from time to
time
held as a part of the Trust Fund, the mortgage loans so held being identified
in
the Mortgage Loan Schedule.
33
“Mortgage
Loan Purchase Agreement”:
The
Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
as
of June 1, 2007, regarding the transfer of the Mortgage Loans by the Seller
(including the Seller’s rights and interest in the Servicing Agreement) to or at
the direction of the Depositor.
“Mortgage
Loan Schedule”:
As of
any date, the list of Mortgage Loans included in the Trust Fund on such date,
attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared
by
the Seller and shall set forth the following information with respect to
each
Mortgage Loan:
|
(i)
|
the
Mortgage Loan identifying number;
|
|
(ii)
|
the
state and five-digit ZIP code of the Mortgaged
Property;
|
|
(iii)
|
a
code indicating whether the Mortgaged Property was represented
by the
borrower, at the time of origination, as being
owner-occupied;
|
|
(iv)
|
a
code indicating whether the Residential Dwelling constituting the
Mortgaged Property is (a) a detached single family dwelling, (b)
a
dwelling in a planned unit development, (c) a condominium unit,
(d) a two-
to four-unit residential property, (e) a townhouse or (f) other
type of
Residential Dwelling;
|
|
(v)
|
if
the related Mortgage Note permits the borrower to make Monthly
Payments of
interest only for a specified period of time, (a) the original
number of
such specified Monthly Payments and (b) the remaining number of
such
Monthly Payments as of the Cut-off
Date;
|
|
(vi)
|
the
original months to maturity;
|
|
(vii)
|
the
stated remaining months to maturity from the Cut-off Date based
on the
original amortization schedule;
|
|
(viii)
|
the
Loan-to-Value Ratio at origination;
|
|
(ix)
|
[Reserved]
|
|
(x)
|
the
Loan Rate in effect immediately following the Cut-off
Date;
|
|
(xi)
|
the
date on which the first Monthly Payment is or was due on the Mortgage
Loan;
|
|
(xii)
|
the
stated maturity date;
|
|
(xiii)
|
the
Servicing Fee Rate;
|
|
(xiv)
|
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
34
|
(xv)
|
the
original principal balance of the Mortgage
Loan;
|
|
(xvi)
|
the
Stated Principal Balance of the Mortgage Loan on the Cut-off Date
and a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out
refinancing);
|
|
(xvii)
|
the
Index and Gross Margin specified in related Mortgage
Note;
|
|
(xviii)
|
the
next Adjustment Date, if
applicable;
|
|
(xix)
|
the
Maximum Loan Rate, if applicable;
|
|
(xx)
|
the
Value of the Mortgaged Property;
|
|
(xxi)
|
the
sale price of the Mortgaged Property, if
applicable;
|
|
(xxii)
|
the
product code;
|
|
(xxiii)
|
whether
the Mortgage Loan is a Lender-Paid Mortgage Insurance Loan, and
the
applicable Lender-Paid Mortgage Insurance Fee Rate, if applicable;
and
|
|
(xxiv)
|
the
Expense Fee Rate therefor.
|
Information
set forth in clauses (ii) and (iii) above regarding each Mortgagor and the
related Mortgaged Property shall be confidential and the Trustee (or Master
Servicer) shall not disclose such information except to the extent disclosure
may be required by any law or regulatory or administrative authority;
provided,
however,
that
the Trustee may disclose on a confidential basis any such information to
its
agents, attorneys and any auditors in connection with the performance of
its
responsibilities hereunder.
The
Mortgage Loan Schedule, as in effect from time to time, shall also set forth
the
following information with respect to the Mortgage Loans in the aggregate
as of
the Cut-off Date: (1) the number of Mortgage Loans; (2) the current
Principal Balance of the Mortgage Loans; (3) the weighted average Loan Rate
of the Mortgage Loans; and (4) the weighted average remaining months to
maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from
time to time by the Seller in accordance with the provisions of this
Agreement.
“Mortgage
Note”:
The
original executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgaged
Property”:
Either
of (x) the fee simple or leasehold interest in real property, together with
improvements thereto including any exterior improvements to be completed
within
120 days of disbursement of the related Mortgage Loan proceeds, or (y) 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”:
The
obligor on a Mortgage Note.
35
“MTA”:
The
twelve-month average yields on United States Treasury securities adjusted
to a
constant maturity of one year as published by the Federal Reserve Board in
Statistical Release H.15(519).
“MTA
Indexed”:
Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on
the
basis of the MTA index.
“Net
Deferred Interest”:
With
respect to any Distribution Date, the greater of (i) the excess, if any,
of the
Deferred Interest for the related Due Date over the aggregate amount of any
Principal Prepayments in part or in full received during the related Prepayment
Period and (ii) zero.
“Net
Interest Shortfall”:
With
respect to any Distribution Date, the excess of the Interest Shortfalls,
if any,
for such Distribution Date over the sum of (i) Interest Shortfalls paid by
the
Servicer under the Servicing Agreement with respect to such Distribution
Date
and (ii) Compensating Interest Payments made with respect to such Distribution
Date.
“Net
Liquidation Proceeds”:
With
respect to any Liquidated Mortgage Loan or any other disposition of related
Mortgaged Property (including REO Property) the related Liquidation Proceeds
net
of Advances, related Servicing Advances, related Servicing Fees, related
Master
Servicing Fees and any other accrued and unpaid fees received and retained
in
connection with the liquidation of such Mortgage Loan or Mortgaged
Property.
“Net
Loan Rate”:
With
respect to any Mortgage Loan (or the related REO Property), as of any date
of
determination, a per annum rate of interest equal to the then applicable
Loan
Rate for such Mortgage Loan minus
the
Expense Fee Rate and, commencing on the Distribution Date in June 2017 and
on
each Distribution Date thereafter until the Final Maturity Reserve Termination
Date, the Final Maturity Reserve Rate.
“Net
Monthly Excess Cashflow”:
With
respect to any Distribution Date is equal to the sum of (a) any
Overcollateralization Release Amount and (b) the excess of (x) the Available
Funds for such Distribution Date over (y) the sum for such Distribution Date
of
(A) the Monthly Interest Distributable Amounts for the LIBOR Certificates,
(B)
the Unpaid Interest Shortfall Amounts for the Class A-1A, Class A-1B and
Class
A-1C Certificates, (C) the Principal Remittance Amount and (D) the amount
of
Principal Prepayments for the related Prepayment Period to the extent of
Deferred Interest for such Distribution Date.
“Net
Realized Losses”:
With
respect to any Class of Certificates and any Distribution Date, the excess
of
(i) the amount of Realized Losses previously allocated to that Class over
(ii)
the sum of the amount of any increases to the Class Principal Balance of
that
Class pursuant to Section 5.08 due to Recoveries.
“Net
Swap Payment”:
With
respect to each Swap Payment Date, the sum of (i) any 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 Provider and furnished to the
Securities Administrator.
36
“Net
Swap Rate”:
For
the LIBOR Certificates and any Distribution Date, the quotient of (i) the
product of (a) the Net Swap Payment or Swap Termination Payment owed to the
Swap
Provider, if any, on or immediately before such Distribution Date, multiplied
by
(b) 12, divided by (ii) the aggregate of the Stated Principal Balances of
the
Mortgage Loans as of the first day of the related Due Period.
“Net
WAC”:
With
respect to the first three Distribution Dates only, the product of (i) the
weighted average of the Net Loan Rates of the Initial Mortgage Loans as of
the
Initial Cut-off Date, weighted on the basis of their Stated Principal Balances
on such date, multiplied by (ii) the quotient of (a) the aggregate of Stated
Principal Balances of the Initial Mortgage Loans on the Initial Cut-off Date
divided by (b) the sum or the aggregate of the Stated Principal Balances
of the
Initial Mortgage Loans as of the Initial Cut-off Date and the amount on deposit
in the Prefunding Account on such date. With respect to each succeeding
Distribution Date, the weighted average of the Net Loan Rates of the Mortgage
Loans as of the first day of the related Due Period, weighted on the basis
of
their Stated Principal Balances at the beginning of the related Due
Period.
“Net
WAC Cap”:
For
the LIBOR Certificates and any Distribution Date is equal to the product
of (x)
the excess, if any, of (a) the Net WAC for such Distribution Date over (b)
the
Net Swap Rate for such Distribution Date and (y) a fraction, the numerator
of
which is 30 and the denominator of which is the actual number of days in
the
related Accrual Period.
“NIM
Notes”:
Any
net interest margin notes issued by an indenture or other special purpose
entity
pursuant to an Indenture in connection with a NIMS Transaction.
“NIM
Redemption Amount”:
As
defined in Section 10.01(a).
“NIM
Residual Securities”:
Any
preference shares, preference certificates or ownership certificates issued
by a
trust or other special purpose entity in connection with a NIMS
Transaction.
“NIMS
Agreement”:
Any
agreement pursuant to which the NIM Notes are issued.
“NIMS
Insurer”:
One or
more insurers issuing financial guaranty insurance policies in connection
with
the issuance of NIM Notes.
“NIMS
Transaction”:
Any
issuance by a trust or other special purpose entity of NIM Notes and NIM
Residual Securities, the principal assets of which trust include Class P
and
Class C Certificates and payments received thereon.
“Nonrecoverable”:
The
determination by the Master Servicer or the Servicer in respect of a delinquent
Mortgage Loan that if it were to make an Advance in respect thereof, such
amount
would not be recoverable from any collections or other recoveries (including
Liquidation Proceeds) on such Mortgage Loan.
“Offered
Certificates”:
The
Class A-1A, Class A-1B, Class A-1C, Class B-1, Class B-2, Class B-3, Class
B-4,
Class B-5, Class B-6, Class B-7 and Class B-8 Certificates.
37
“Officers’
Certificate”:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the
Board,
the President or a vice president (however denominated), or by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries
of
the Seller, the Master Servicer or the Depositor, as applicable.
“One-Month
LIBOR”:
The
average of interbank offered rates for one month U.S. dollar deposits in
the
London market based on quotations of major banks.
“Opinion
of Counsel”:
A
written opinion of counsel, who may, without limitation, be a salaried counsel
for the Depositor, the Seller or the Servicer, acceptable to the Trustee
or the
Securities Administrator, as applicable, except that any opinion of counsel
relating to (a) the qualification of any REMIC created hereunder as a REMIC
or
(b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.
“Original
Class Principal Balance”:
With
respect to each Class of Certificates other than the Class C, Class P and
Class
R Certificates, the corresponding aggregate amount set forth opposite the
Class
designation of such Class in the Preliminary Statement.
“Originator”:
American Home Mortgage Corp. or any other originator contemplated by Item
1110
(§229.1110) of Regulation AB.
“OTS”:
The
Office of Thrift Supervision.
“Outstanding
Mortgage Loan”:
As of
any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
zero,
that was not the subject of a prepayment in full prior to such Due Date and
that
did not become a Liquidated Mortgage Loan prior to such Due Date.
“Overcollateralization
Deficiency Amount”:
With
respect to any Distribution Date, the amount, if any, by which the
Overcollateralization Target Amount exceeds the Overcollateralized Amount
on
such Distribution Date (assuming that 100% of the Principal Remittance Amount
is
applied as a principal payment on such Distribution Date).
“Overcollateralization
Floor”:
An
amount equal to $5,574,667.89.
“Overcollateralization
Release Amount”:
With
respect to any Distribution Date, the lesser of (x) the Principal Remittance
Amount for such Distribution Date and (y) the excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date (assuming that 100%
of the
Principal Remittance Amount is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for
such
Distribution Date.
“Overcollateralization
Target Amount”:
With
respect to any Distribution Date, an amount equal to (i) prior to the Stepdown
Date, 0.75% of (a) the aggregate Stated Principal Balance of the Initial
Mortgage Loans as of the Initial Cut-off Date and (b) the amount on deposit
in
the Prefunding Account on the Closing Date; (ii) on or after the Stepdown
Date
so long as a Trigger Event is not in effect, the greater of (x)(I) 1.875%
of the
current Aggregate Collateral Balance prior to the Distribution Date in July
2013
or (II) 1.500% of the current Aggregate Collateral Balance on or after the
Distribution Date in July 2013 and (y) the Overcollateralization Floor; or
(iii)
on or after the Stepdown Date and if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.
38
“Overcollateralized
Amount”:
With
respect to any Distribution Date, an amount equal to (i) the Aggregate
Collateral Balance as of the last day of the related Prepayment Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus (ii) the sum
of
the aggregate Certificate Principal Balance of the LIBOR Certificates and
the
Class P Certificates as of such Distribution Date (after giving effect to
distributions to be made on 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.
“Pass-Through
Rate”:
With
respect to each Class of LIBOR Certificates and any Distribution Date, the
rate
set forth below:
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(A)
|
The
Pass-Through Rate for the Class A-1A Certificates with respect
to any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.190%
per annum (0.380% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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|
(B)
|
The
Pass-Through Rate for the Class A-1B Certificates with respect
to any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.230%
per annum (0.460% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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|
(C)
|
The
Pass-Through Rate for the Class A-1C Certificates with respect
to any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.280%
per annum (0.560% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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|
(D)
|
The
Pass-Through Rate for the Class B-1 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.500%
per annum (0.750% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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|
(E)
|
The
Pass-Through Rate for the Class B-2 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.550%
per annum (0.825% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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|
(F)
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The
Pass-Through Rate for the Class B-3 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 0.800%
per annum (1.200% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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39
|
(G)
|
The
Pass-Through Rate for the Class B-4 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 1.150%
per annum (1.725% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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(H)
|
The
Pass-Through Rate for the Class B-5 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 1.750%
per annum (2.625% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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(I)
|
The
Pass-Through Rate for the Class B-6 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 1.750%
per annum (2.625% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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(J)
|
The
Pass-Through Rate for the Class B-7 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 1.750%
per annum (2.625% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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|
(K)
|
The
Pass-Through Rate for the Class B-8 Certificates with respect to
any
Distribution Date shall equal the least of (i) One-Month LIBOR
plus 1.750%
per annum (2.625% per annum after the Call Option Date), (ii) the Net
WAC Cap for that Distribution Date and (iii) 11.50% per
annum.
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“Paying
Agent”:
Any
paying agent appointed pursuant to Section 6.05 hereof, initially, the
Securities Administrator.
“PCAOB”:
The
Public Company Accounting Oversight Board.
“Percentage
Interest”:
With
respect to any Certificate (other than a Class C, Class P, and Class R
Certificates), a fraction, expressed as a percentage, the numerator of which
is
the Initial Certificate Principal Balance represented by such Certificate
and
the denominator of which is the Original Class Principal Balance or Original
Class Notional Balance, as applicable, of the related Class. With respect
to the
Class C and Class P Certificates, the percentage interest specified on the
face
thereof. With respect to the Class R Certificates, 100%.
“Permitted
Investments”:
Any
one or more of the following obligations or securities acquired at a purchase
price of not greater than par, regardless of whether issued or managed by
the
Depositor, the Master Servicer, the Trustee or any of their respective
Affiliates or for which an Affiliate of the Trustee serves as an
advisor:
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(i)
|
direct
obligations of, or obligations fully guaranteed as to timely payment
of
principal and interest by, the United States or any agency or
instrumentality thereof, provided
such obligations are backed by the full faith and credit of the
United
States;
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40
|
(ii)
|
demand
and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or
trust
company (including the Trustee, the Securities Administrator or
the Master
Servicer or their agents acting in their respective commercial
capacities)
incorporated under the laws of the United States of America or
any state
thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution
or
trust company or its ultimate parent has a short-term uninsured
debt
rating in one of the two highest available rating categories of
each of
the Rating Agencies;
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|
(iii)
|
repurchase
obligations with respect to any security described in clause
(i) above and entered into with a depository institution or trust
company (acting as principal) rated A or higher by each of the
Rating
Agencies;
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|
(iv)
|
securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America, the
District
of Columbia or any State thereof and that are rated by each Rating
Agency
in its highest long-term unsecured rating categories at the time
of such
investment or contractual commitment providing for such
investment;
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(v)
|
commercial
paper (including both non-interest-bearing discount obligations
and
interest-bearing obligations) that is rated by each Rating Agency
in its
highest short-term unsecured debt rating available at the time
of such
investment;
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(vi)
|
any
mutual fund, money market fund, common trust fund or other pooled
investment vehicle, including any such fund that is managed by
the NIMS
Insurer, the Securities Administrator or any affiliate of the Securities
Administrator or for which the NIMS Insurer, the Securities Administrator
or any of its affiliates acts as an adviser as long as such fund
is rated
in at least the second highest rating category by each Rating Agency
rating such fund or vehicle; and each of the Securities Administrator
or
the NIMS Insurer may trade with itself or an affiliate when purchasing
or
selling Permitted Investments; and
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|
(vii)
|
if
previously confirmed in writing to the Securities Administrator,
any other
demand, money market or time deposit, or any other obligation,
security or
investment, as may be acceptable to each Rating Agency in writing
as a
permitted investment of funds backing securities having ratings
equivalent
to its highest initial ratings of the Senior
Certificates;
|
provided,
however,
that no
instrument described hereunder shall evidence either the right to receive
(a)
only interest with respect to the obligations underlying such instrument
or (b)
both principal and interest payments derived from obligations underlying
such
instrument and the interest and principal payments with respect to such
instrument provide a yield to maturity at par greater than 120% of the yield
to
maturity at par of the underlying obligations.
41
“Permitted
Transferee”:
Any
Transferee of a Residual Certificate other than a Disqualified Organization
or a
non-U.S. Person.
“Person”:
Any
individual, corporation, partnership, limited liability company, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
“Physical
Certificates”:
The
Class C, Class P and Class R Certificates.
“Pool
Balance”:
With
respect to any Distribution Date, the aggregate of the Stated Principal
Balances, as of the Close of Business on the first day of the related Due
Period, of the Mortgage Loans that were Outstanding Mortgage Loans on that
day.
“Pool
Collateral Balance”:
As of
any date of determination, the Pool Balance plus the amount, if any, then
on
deposit in the Prefunding Account.
“Prefunded
Amount”:
The
amount deposited in the Prefunding Account on the Closing Date, which shall
equal $53,979,820.
“Prefunding
Account”:
The
separate Eligible Account created and maintained by the Securities Administrator
pursuant to Section 4.06 in the name of the Trustee for the benefit of the
Certificateholders and designated “Prefunding Account, Xxxxx Fargo Bank, N.A.,
as Securities Administrator, on behalf of Deutsche Bank National Trust Company,
as Trustee, in trust for the registered Holders of HarborView Mortgage Loan
Trust Mortgage Loan Pass-Through Certificates, Series 2007-5.” Funds in the
Prefunding Account shall be held in trust for the Certificateholders for
the
uses and purposes set forth in this Agreement and shall not be a part of
any
REMIC created hereunder; provided,
however,
that
any investment income earned from Permitted Investments made with funds in
the
Prefunding Account shall be for the account of the Depositor.
“Prefunding
Period”:
The
period from the Closing Date until the earliest of (i) the date on which
the
amount on deposit in the Prefunding Account is reduced to less than $100,000,
(ii) an Event of Default occurs or (iii) October 10, 2007.
“Premium
Proceeds”:
The
amount by which the Termination Price paid in connection with the termination
pursuant to Section 10.01 hereof exceeds the sum of (i) accrued and unpaid
interest and unpaid principal on the Certificates and any Unpaid Basis Risk
Shortfalls, (ii) any unreimbursed Servicing Advances and Advances and any
unpaid
Master Servicing Fees and Servicing Fees, (iii) any Swap Termination Payment
payable to the Swap Provider as a result of a termination pursuant to Section
10.01 and (iv) all amounts, if any, then due and owing to the Trustee, the
Master Servicer, the Securities Administrator and the Credit Risk Manager
under
this Agreement.
“Prepayment
Penalty Amount”:
With
respect to any Mortgage Loan and each Distribution Date, all premiums or
charges, if any, paid by Mortgagors under the related Mortgage Notes as a
result
of full or partial Principal Prepayments collected and deposited into the
Distribution Account during the immediately preceding Prepayment Period,
under
the terms of the Servicing Agreement.
42
“Prepayment
Period”:
With
respect to any Distribution Date, the calendar month preceding the month
in
which such Distribution Date occurs.
“Primary
Insurance Policy”:
Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
evidenced by a policy or certificate.
“Principal
Balance”:
With
respect to any Mortgage Loan, other than a Liquidated Mortgage Loan, and
any
day, the related Cut-off Date Principal Balance, minus
all
collections credited against the Principal Balance of such Mortgage Loan
after
the Cut-off Date, as increased by the amount of any Deferred Interest added
to
the outstanding Principal Balance of such Mortgage Loan pursuant to the terms
of
the related Mortgage Note. For purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal
Balance of the related Mortgage Loan as of the final recovery of related
Liquidation Proceeds and a Principal Balance of zero thereafter. With respect
to
any REO Property and any day, the Principal Balance of the related Mortgage
Loan
immediately prior to such Mortgage Loan becoming REO Property.
“Principal
Distribution Amount”:
With
respect to any Distribution Date, the excess of (x) the related Principal
Remittance Amount for such Distribution Date over (y) the Overcollateralization
Release Amount for such Distribution Date.
“Principal
Prepayment”:
Any
payment of principal made by the Mortgagor on a Mortgage Loan that is received
in advance of its scheduled Due Date and that is not accompanied by an amount
of
interest representing the full amount of scheduled interest due on any Due
Date
in any month or months subsequent to the month of prepayment.
“Principal
Remittance Amount”:
With
respect to any Distribution Date, the sum of (a) each scheduled payment of
principal collected or advanced on the related Mortgage Loans (before taking
into account any Deficient Valuations or Debt Service Reductions) by the
Servicer in respect of the related Due Period, (b) that portion of the
Purchase Price or Repurchase Price, as applicable, representing principal
of any
repurchased Mortgage Loan, deposited to the Distribution Account during the
related Prepayment Period, (c) the principal portion of any related
Substitution Adjustments deposited in the Distribution Account during the
related Prepayment Period, (d) the principal portion of all Insurance
Proceeds received during the related Prepayment Period with respect to Mortgage
Loans that are not yet Liquidated Mortgage Loans, (e) the principal portion
of all Net Liquidation Proceeds received during the related Prepayment Period
with respect to Liquidated Mortgage Loans other than Recoveries, (f) all
Principal Prepayments (net of portions of Principal Prepayments applied in
respect of Deferred Interest pursuant to Section 5.01(a)(i)) in part or in
full
on Mortgage Loans received by the Servicer during the related Prepayment
Period,
net of Deferred Interest, (g) all Recoveries received during the related
Prepayment Period, (h) the outstanding principal balance of each Mortgage
Loan
purchased from the Trust Fund by the NIMS Insurer (in the case of certain
Mortgage Loans 90 days or more delinquent), (i) with respect to the October
2007
Distribution Date only, any amount remaining in the Prefunding Account at
the
end of the Prefunding Period and (j) on the Distribution Date on which the
Trust Fund is to be terminated pursuant to Section 10.01 hereof, that portion
of
the Termination Price in respect of principal. For the avoidance of doubt,
(i)
the Principal Remittance Amount available on each Swap Payment Date for
distributions to the Swap Account shall be equal to the Principal Remittance
Amount on the related Distribution Date and (ii) the Principal Remittance
Amount
for each Distribution Date shall be calculated without regard to any
distributions to the Swap Account on the related Swap Payment Date.
43
“Private
Certificates”:
The
Class C, Class P and Class R Certificates.
“Pro
Rata Share”:
With
respect to any Distribution Date and any Class of Subordinate Certificates,
the
portion of the Subordinate Principal Distribution Amount allocable to such
Class, equal to the product of the (a) Subordinate Principal Distribution
Amount
on such date and (b) a fraction, the numerator of which is the related Class
Principal Balance of that Class and the denominator of which is the aggregate
of
the Class Principal Balances of all the Classes of Subordinate
Certificates.
“Proprietary
Lease”:
With
respect to any Cooperative Unit, a lease or occupancy agreement between a
Cooperative Corporation and a holder of related Cooperative Shares.
“Prospectus”:
The
Prospectus Supplement, together with the accompanying prospectus, dated March
26, 2007, relating to the Offered Certificates.
“Prospectus
Supplement”:
That
certain prospectus supplement dated July 11, 2007, relating to the initial
offering of the Offered Certificates.
“Purchase
Agreement”:
The
Master Mortgage Loan Purchase and Servicing Agreement, dated as of May 1,
2006,
as amended by that certain Amendment Number One, dated as of May 1, 2007,
between GCFP, American Home and American Home Servicing, as reconstituted
pursuant to a Reconstituted Servicing Agreement dated as of July 1, 2007,
by and
among GCFP, Greenwich Capital Acceptance, Inc., American Home and American
Home
Servicing, and acknowledged by Xxxxx Fargo Bank, N.A., as master servicer
and
securities administrator, and by Deutsche Bank National Trust Company, as
trustee, as the same may be amended from time to time, and any assignments
and
conveyances related to the Mortgage Loans.
“Purchase
Price”:
With
respect to any Mortgage Loan or REO Property to be purchased pursuant to
or as
contemplated by Section 2.03 hereof, and as confirmed by an Officers’
Certificate from the Seller to the Trustee and the Securities Administrator,
an
amount equal to the sum of (i) 100% of the Principal Balance thereof as of
the date of purchase (or such other price as is provided in Section 10.01),
plus
(ii) in the case of (x) a Mortgage Loan, accrued interest on such
Principal Balance at the applicable Loan Rate (or if the Servicer is
repurchasing such Mortgage Loan, the Loan Rate minus the Servicing Fee Rate)
from the Due Date as to which interest was last covered by a payment by the
Mortgagor through the end of the calendar month in which the purchase is
to be
effected, and (y) an REO Property, the sum of (1) accrued interest on
such Principal Balance at the applicable Loan Rate (or if the Servicer is
repurchasing such Mortgage Loan, the Loan Rate minus the Servicing Fee Rate)
from the Due Date as to which interest was last covered by a payment by the
Mortgagor plus (2) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property was acquired
and ending with the calendar month in which such purchase is to be effected,
net
of the total of all net rental income, Insurance Proceeds and Liquidation
Proceeds that as of the date of purchase had been distributed as or to cover
REO
Imputed Interest, plus (iii) any unreimbursed Servicing Advances and any
unpaid Expense Fees allocable to such Mortgage Loan or REO Property, plus
(iv) in the case of a Mortgage Loan required to be purchased pursuant to
Section 2.03 hereof, expenses reasonably incurred or to be incurred by the
Trustee in respect of the breach or defect giving rise to the purchase
obligation and plus (v) any costs and damages incurred by the Trust Fund
in
connection with any violation by such Mortgage Loan of any predatory- or
abusive-lending laws.
44
“Qualified
Institutional Buyer”:
As
defined in Rule 144A under the Securities Act.
“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, and not more than 5% less than, 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 maximum loan rate not less than the
Maximum Loan Rate of the Deleted Mortgage Loan, (iii) have a gross margin
equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv)
have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment
date not more than two months after the next Adjustment Date of the Deleted
Mortgage Loan, (vi) have a remaining term to maturity not greater than (and
not
more than one year less than) that of the Deleted Mortgage Loan, (vii) be
current as of the date of substitution, (viii) have a Loan-to-Value Ratio
as of the date of substitution equal to or lower than the Loan-to-Value Ratio
of
the Deleted Mortgage Loan as of such date, (ix) have been underwritten or
re-underwritten in accordance with the same or substantially similar
underwriting criteria and guidelines as the Deleted Mortgage Loan, (x) is
of the
same or better credit quality as the Deleted Mortgage Loan and (xi) conform
to each representation and warranty set forth in Section 2.04 hereof 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 terms described in clause (vi) hereof shall be determined on
the basis of weighted average remaining term to maturity, the Loan-to-Value
Ratio described in clause (viii) 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 Xxxxx’x and S&P and any respective successors thereto. If Xxxxx’x,
S&P or their respective successors shall no longer be in existence, “Rating
Agency” shall include such nationally recognized statistical rating agency or
agencies, or other comparable Person or Persons, as shall have been designated
by the Depositor, notice of which designation shall be given to the Trustee
and
the Master Servicer.
45
“Realized
Loss”:
With
respect to any Liquidated Mortgage Loan, the amount of loss realized equal
to
the portion of the Principal Balance remaining unpaid after application of
all
Net Liquidation Proceeds in respect of such Liquidated Mortgage
Loan.
“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.
“Reconstitution
Agreement”:
The
reconstitution agreement dated as of June 1, 2007, among the Seller, the
Depositor and the Servicer and acknowledged by the Master Servicer and the
Trustee, reconstituting the Servicing Agreement.
“Record
Date”:
With
respect to each Distribution Date and the LIBOR Certificates, the Business
Day
preceding the applicable Distribution Date so long as such Certificates remain
Book-Entry Certificates and otherwise the Record Date shall be same as the
other
Classes of Certificates. For each other Class of Certificates, the last Business
Day of the calendar month preceding the month in which such Distribution
Date
occurs.
“Recovery”:
With
respect to any Distribution Date and a Mortgage Loan that became a Liquidated
Mortgage Loan in the month preceding the month prior to that Distribution
Date
and with respect to which the related Realized Loss was allocated to one
or more
Classes of Certificates, an amount received in respect of such Liquidated
Mortgage Loan during the prior calendar month, net of any reimbursable
expenses.
“Reference
Bank”:
A
leading bank engaged in transactions in Eurodollar deposits in the international
Eurocurrency market, which shall not control, be controlled by, or be under
common control with, the Securities Administrator and shall have an established
place of business in London. Until all of the LIBOR Certificates are paid
in
full, the Securities Administrator will at all times retain at least four
Reference Banks for the purpose of determining LIBOR with respect to each
LIBOR
Determination Date. The Securities Administrator initially shall designate
the
Reference Banks (after consultation with the Depositor). If any such Reference
Bank should be unwilling or unable to act as such or if the Securities
Administrator should terminate its appointment as Reference Bank, the Securities
Administrator shall promptly appoint or cause to be appointed another Reference
Bank (after consultation with the Depositor). The Securities Administrator
shall
have no liability or responsibility to any Person for (i) the selection of
any
Reference Bank for purposes of determining LIBOR or (ii) any inability to
retain
at least four Reference Banks which is caused by circumstances beyond its
reasonable control.
“Refinancing
Mortgage Loan”:
Any
Mortgage Loan originated in connection with the refinancing of an existing
mortgage loan.
“Regular
Certificate”:
Any
Certificate other than the Class C, Class P and Class R
Certificates.
“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 clarifications and interpretations 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.
46
“Regulation S”:
Regulation S promulgated under the Securities Act or any successor
provision thereto, in each case as the same may be amended from time to time;
and all references to any rule, section or subsection of, or definition or
term
contained in, Regulation S means such rule, section, subsection, definition
or term, as the case may be, or any successor thereto, in each case as the
same
may be amended from time to time.
“Regulation
S Global Security”:
The
meaning specified in Section 6.01.
“Relevant
Servicing Criteria”:
The
Servicing Criteria applicable to each party, as set forth on Exhibit Q attached
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 Securities Administrator, the Trustee, the Custodian or the
Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
Relevant Servicing Criteria applicable to such parties.
“Relief
Act”:
The
Servicemembers Civil Relief Act, as amended, or any similar state or local
law.
“Relief
Act Reductions”:
With
respect to any Distribution Date and any Mortgage Loan as to which there
has
been a reduction in the amount of interest collectible thereon for the most
recently ended Due Period as a result of the application of the Relief Act,
the
amount, if any, by which (i) interest collectible on that Mortgage Loan during
such Due Period is less than (ii) one month’s interest on the Stated Principal
Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before
giving effect to the application of the Relief Act.
“REMIC”:
A
“real estate mortgage investment conduit” within the meaning of Section 860D of
the Code.
“REMIC
Opinion”:
An
Independent Opinion of Counsel, to the effect that the proposed action described
therein would not cause an Adverse REMIC Event.
“REMIC
Provisions”:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits which appear at Section 860A through 860G of Subchapter
M of
Chapter 1 of the Code, and related provisions, and regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to
time.
“REMIC
Swap Rate”:
For
each Distribution Date (and the related Accrual Period), a per annum rate
equal
to the product of: (i) the “Rate of Payment (%)” under the Swap Agreement for
such Distribution Date, as set forth in Annex G to the Prospectus, (ii) 2,
and
(iii) the quotient of (a) the actual number of days in the related Accrual
Period divided by (b) 30.
“Remittance
Report”:
The
Master Servicer’s Remittance Report to the Securities Administrator providing
information with respect to each Mortgage Loan which is provided no later
than
the second Business Day following each Determination Date and which shall
contain such information as may be agreed upon by the Master Servicer and
the
Securities Administrator and which shall be sufficient to enable the Securities
Administrator to prepare the related Distribution Date Statement.
47
“Rents
from Real Property”:
With
respect to any REO Property, gross income of the character described in Section
856(d) of the Code.
“REO
Account”:
The
account or accounts maintained by the Servicer in respect of an REO Property
pursuant to the Servicing Agreement.
“REO
Disposition”:
The
sale or other disposition of an REO Property on behalf of the Trust
Fund.
“REO
Imputed Interest”:
With
respect to any REO Property, for any calendar month during which such REO
Property was at any time part of the Trust Fund, one month’s interest at the
applicable Net Loan Rate for such REO Property on the Principal Balance of
such
REO Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Due Date
in
such calendar month.
“REO
Principal Amortization”:
With
respect to any REO Property, for any calendar month, the excess, if any,
of (a)
the aggregate of all amounts received in respect of such REO Property during
such calendar month, whether in the form of rental income, sale proceeds
(including, without limitation, that portion of the Termination Price paid
in
connection with a purchase of all of the Mortgage Loans and REO Properties
pursuant to Section 10.01 hereof that is allocable to such REO Property)
or
otherwise, net of any portion of such amounts (i) payable pursuant to the
applicable provisions of the Servicing Agreement in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable
or
reimbursable to the Servicer pursuant to the applicable provisions of the
Servicing Agreement for unpaid Master Servicing Fees and Servicing Fees in
respect of the related Mortgage Loan and unreimbursed Servicing Advances
and
Advances in respect of such REO Property or the related Mortgage Loan, over
(b) the REO Imputed Interest in respect of such REO Property for such
calendar month.
“REO
Property”:
A
Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in accordance with the applicable
provisions of the Servicing Agreement.
“Reportable
Event”:
As
defined in Section 3.20(c).
“Repurchase
Price”:
As
defined in the related Purchase Agreement.
“Request
for Release”:
A
release signed by a Servicing Officer, in the form of Exhibit F attached
hereto.
“Required
Reserve Fund Deposit”:
With
respect to the Class C Certificates and any Distribution Date, an amount
equal
to the lesser of (i) the Net Monthly Excess Cashflow otherwise distributable
to
the Class C Certificates for such Distribution Date and (ii) the amount required
to bring the balance on deposit in the Basis Risk Reserve Fund to an amount
equal to the Basis Risk Shortfalls for such Distribution Date with respect
to
the LIBOR Certificates (after giving effect to distributions pursuant to
Section
5.01(k).
48
“Residential
Dwelling”:
Any
one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a condominium project, (iv) a manufactured home, (v) a cooperative unit or
(vi)
a detached one-family dwelling in a planned unit development, none of which
is a
mobile home.
“Residual
Certificate”:
The
Class R Certificates.
“Responsible
Officer”:
When
used with respect to the Trustee, any director, any vice president, any
assistant vice president, any associate assigned to the Corporate Trust Office
(or similar group) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
“Restricted
Global Security”:
As
defined in Section 6.01.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. or any successor thereto.
“Sarbanes
Oxley Act”:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
“Xxxxxxxx-Xxxxx
Certification”:
A
written certification signed by an officer of the Master Servicer that complies
with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and
(ii)
Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
provided
that if,
after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b)
the
Rules referred to in clause (ii) are modified or superseded by any subsequent
statement, rule or regulation of the Commission or any statement of a division
thereof, or (c) any future releases, rules and regulations are published
by the
Securities and Exchange Commission from time to time pursuant to the
Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance
of the required certification and results in the required certification being,
in the reasonable judgment of the Master Servicer, materially more onerous
than
the form of the required certification as of the Closing Date, the
Xxxxxxxx-Xxxxx Certification shall be as agreed to by the Master Servicer,
the
Depositor and the Seller following a negotiation in good faith to determine
how
to comply with any such new requirements.
“Securities
Act”:
The
Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Securities
Administrator”:
Xxxxx
Fargo Bank, N.A. and its successors in interest and assigns, or any successor
securities administrator appointed as herein provided.
“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 Note that defines
the terms of the security interest in such Cooperative Shares and the related
Proprietary Lease.
49
“Seller”:
GCFP,
in its capacity as seller under this Agreement.
“Senior
Certificate”:
Any
one of the Class A-1A, Class A-1B and Class A-1C Certificates.
“Senior
Certificateholder”:
Any
Holder of a Senior Certificate.
“Senior
Credit Support Depletion Date”:
The
date on which the Class Principal Balance of each Class of Subordinate
Certificates has been reduced to zero.
“Senior
Principal Distribution Amount”:
With
respect to any Distribution Date, the excess of (x) the aggregate Class
Principal Balance of the Senior Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) for each
Distribution Date prior to July 2013, 85.375% and thereafter 88.300% and
(ii)
the Aggregate Collateral Balance as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the Aggregate
Collateral Balance as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus
the
related Overcollateralization Floor.
“Servicer”:
American Home Servicing, as primary servicer of the Mortgage Loans as set
forth
and as individually defined in the Mortgage Loan Schedule hereto, and any
successors thereto.
“Servicer
Remittance Date”:
With
respect to each Mortgage Loan, the 18th
day of
each month, or if such 18th
day is
not a Business Day, the preceding Business Day.
“Servicing
Account”:
Any
account established and maintained for the benefit of the Trust Fund by the
Servicer or with respect to the related Mortgage Loans and any REO Property,
pursuant to the terms of the respective Servicing Agreement.
“Servicing
Advances”:
With
respect to the Servicer and the Master Servicer, as successor servicer,
(including the Trustee in its capacity as successor Master Servicer), all
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by the Servicer in
the performance of its servicing obligations under the Servicing Agreement
or by
the Master Servicer, as successor servicer, (including the Trustee in its
capacity as successor Master Servicer) in the performance of its obligations
hereunder, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property and (iv) any other expenses
permitted to be reimbursed as Servicing Advances under the Servicing Agreement,
as applicable.
50
“Servicing
Agreement”:
The
reconstituted servicing agreement set forth on Exhibit N hereto and relating
to
the Servicer and the servicing of the related Mortgage Loans by the Servicer,
as
the same may be amended from time to time.
“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 the Servicer and each Mortgage Loan serviced by the Servicer and
for
any calendar month, the fee payable to the Servicer determined pursuant to
the
Servicing Agreement.
“Servicing
Fee Rate”:
The
rate of 0.375% per annum.
“Servicing
Function Participant”:
Any
Subservicer or Subcontractor of the Servicer, the Master Servicer, the Custodian
and the Securities Administrator, respectively.
“Servicing
Officer”:
Any
officer of the Master Servicer or the Servicer involved in, or responsible
for,
the administration and servicing (or master servicing) of Mortgage Loans,
whose
name and specimen signature appear on a list of servicing officers furnished
by
the Master Servicer, the Servicer or Subservicer, as applicable, to the Trustee,
the Custodian and the Depositor on the Closing Date, as such list may from
time
to time be amended.
“Specified
Representations and Warranties”:
The
representations and warranties listed on Exhibit U hereto.
“Sponsor”:
Greenwich Capital Financial Products, Inc., in its capacity as sponsor under
this Agreement.
“Startup
Day”:
As
defined in Section 9.01(b) hereof.
“Stated
Principal Balance”:
With
respect to any Mortgage Loan: (a) as of the Distribution Date in July 2007,
the
Cut-off Date Principal Balance of such Mortgage Loan, (b) thereafter as of
any date of determination up to and including the Distribution Date on which
the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Cut-off Date Principal Balance of such Mortgage
Loan
minus,
in the
case of each Mortgage Loan, the sum of (i) the principal portion of each
Monthly Payment due on a Due Date subsequent to the Cut-off Date, whether
or not
received, (ii) all Principal Prepayments received after the Cut-off Date,
to the extent distributed pursuant to Section 5.01 before such date of
determination and (iii) all Liquidation Proceeds and Insurance Proceeds
applied by the Servicer as recoveries of principal in accordance with the
applicable provisions of the Servicing Agreement, to the extent distributed
pursuant to Section 5.01 before such date of determination; and (c) as of
any date of determination subsequent to the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, zero; provided
that
such
Stated Principal Balance shall be increased by the amount of any Deferred
Interest added to the outstanding Principal Balance of such Mortgage Loan
pursuant to the terms of the related Mortgage Note. With respect to any REO
Property: (x) as of any date of determination up to and including the
Distribution Date on which the proceeds, if any, of a Liquidation Event with
respect to such REO Property would be distributed, an amount (not less than
zero) equal to the Stated Principal Balance of the related Mortgage Loan
as of
the date on which such REO Property was acquired on behalf of the Trust Fund,
minus the aggregate amount of REO Principal Amortization in respect of such
REO
Property for all previously ended calendar months, to the extent distributed
pursuant to Section 5.01 before such date of determination; and (y) as
of any date of determination subsequent to the Distribution Date on which
the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, zero.
51
“Stepdown
Date”:
The
earlier to occur of (i) the first Distribution Date on which the aggregate
Class
Principal Balance of the Senior Certificates has been reduced to zero and
(ii)
the later to occur of (x) the Distribution Date occurring in July 2010 and
(y)
the first Distribution Date on which the Credit Enhancement Percentage of
the
Senior Certificates (calculated for this purpose only after taking into account
distributions of principal on the Mortgage Loans and before distribution
of the
Principal Distribution Amount to the holders of the Certificates then entitled
to distributions of principal on such Distribution Date) is greater than
or
equal to the related target Credit Enhancement Percentage of the Senior
Certificates.
“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 Mortgage Loans
under
the direction or authority of the Servicer (or a Subservicer of the Servicer),
the Master Servicer, the Trustee, the Custodian or the Securities
Administrator.
“Subordinate
Certificate”:
Any of
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class
B-7
or Class B-8 Certificates.
“Subordinate
Class Expense Share”:
For
each Class of Subordinate Certificates and each Accrual Period, the Subordinate
Class Expense Share shall be allocated in reverse order of their respective
numerical Class designations (beginning with the Class of Subordinate
Certificates with the highest numerical Class designation) and will be an
amount
equal to (i) the sum of, without duplication, (a) the amounts paid to the
Trustee from the Trust Fund during such Accrual Period pursuant to Section
8.05
hereof to the extent such amounts were paid for ordinary or routine expenses
and
were not taken into account in computing the Net Loan Rate of any Mortgage
Loan
and (b) amounts described in clause (y) of the definition of Available Funds
herein to the extent such amounts were paid for ordinary or routine expenses
and
were not taken into account in computing the Net Loan Rate of any Mortgage
Loan
minus
(ii)
amounts taken into account under clause (i) of this definition in determining
the Subordinate Class Expense Share of any Class of Subordinate Certificates
having a higher numeric designation. In no event, however, shall the Subordinate
Class Expense Share for any Class of Subordinate Certificates and any Accrual
Period exceed the Monthly Interest Distributable Amount for such Class of
Certificates computed without regard to the Subordinate Class Expense
Share.
“Subsequent
Cut-off Date”:
With
respect to each Subsequent Mortgage Loan, the date specified as the cut-off
date
in the related Subsequent Transfer Agreement for such Subsequent Mortgage
Loan.
52
“Subsequent
Mortgage Loan”:
Any
Mortgage Loan, other than an Initial Mortgage Loan, conveyed to the Trust
Fund
pursuant to Section 2.01 hereof and a Subsequent Transfer Agreement, which
Mortgage Loan shall be listed on the revised Mortgage Loan Schedule delivered
pursuant to this Agreement and on Schedule A to such Subsequent Transfer
Agreement. When used with respect to a single Subsequent Transfer Date,
Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to
the
Trust on that Subsequent Transfer Date.
“Subsequent
Transfer Agreement”:
A
Subsequent Transfer Agreement substantially in the form of Exhibit P hereto,
executed and delivered by and among the Depositor, the Seller and the Trustee
and acknowledged by the Servicer, as provided in Section 2.01(b)
hereof.
“Subsequent
Transfer Date”:
With
respect to any Subsequent Transfer Agreement, the date the related Subsequent
Mortgage Loans are transferred to the Trust pursuant to the related Subsequent
Transfer Agreement.
“Subservicer”:
Any
Person that services Mortgage Loans on behalf of the Servicer, the Master
Servicer, the Securities Administrator or the Custodian, and is responsible
for
the performance (whether directly or through subservicers or Subcontractors)
of
servicing functions required to be performed under this Agreement, any related
Servicing Agreement or any subservicing agreement that are identified in
Item
1122(d) of Regulation AB.
“Substitution
Adjustment”:
As
defined in Section 2.03(g) hereof.
“Supplemental
Interest Trust”:
The
trust created pursuant to Section 5.10 of this Agreement and designated as
the
“Supplemental Interest Trust,” the corpus of which shall consist of the Swap
Agreement, the Swap Account and the right to receive the Class C Distributable
Amount as provided in Section 5.01(v).
“Swap
Account:”
The
account created pursuant to Section 5.10(a) of this Agreement.
“Swap
Agreement:”
The
interest rate swap agreement entered into by the Securities Administrator
on
behalf of the Supplemental Interest Trust, which agreement provides for,
among
other things, a Net Swap Payment to be paid pursuant to the conditions provided
therein, together with any schedules, confirmations or other agreements relating
thereto, attached hereto as Exhibit W.
“Swap
Amount:”
With
respect to each Distribution Date and the related Swap Payment Date, the
sum of
any Net Swap Payment and any Swap Termination Payment deposited into the
Swap
Account, and any investment earnings thereon.
“Swap
Default:”
Any
of
the circumstances constituting an “Event of Default” under the Swap
Agreement.
“Swap
LIBOR”:
With
respect to any Distribution Date (and the Accrual Period relating to such
Distribution Date), the product of (i) the Floating Rate Option (as defined
n
the Swap Agreement) for the related Swap Payment Date as calculated by the
Swap
Provider and furnished to the Trustee, (ii) two, and (iii) the quotient of
the
actual number of days in the Accrual Period for the LIBOR Certificates divided
by 30.
53
“Swap
Payment Date”:
For so
long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
the Business Day immediately preceding each Distribution Date.
“Swap
Provider”:
The
counterparty to the Supplemental Interest Trust under the Swap Agreement,
and
any successor in interest or assigns. Initially, the Swap Provider shall
be The
Royal Bank of Scotland plc.
“Swap
Provider Trigger Event”:
A Swap
Provider Trigger Event shall have occurred if any of a Swap Default with
respect
to which the Swap Provider is a Defaulting Party, a Termination Event with
respect to which the Swap Provider is the sole Affected Party or an Additional
Termination Event with respect to which the Swap Provider is the sole Affected
Party has occurred.
“Swap
Replacement Receipts”:
As
defined in Section 5.12(a).
“Swap
Replacement Receipts Account”:
As
defined in Section 5.12(a).
“Swap
Termination Payment”:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment required to be made by the Supplemental Interest Trust to the
Swap
Provider, or by the Swap Provider to the Supplemental Interest Trust, as
applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
due on previous Swap Payment Dates and accrued interest thereon as provided
in
the Swap Agreement, as calculated by the Swap Provider and furnished to the
Trustee.
“Swap
Termination Receipts”:
As
defined in Section 5.12(a).
“Swap
Termination Receipts Account”:
As
defined in Section 5.12(a).
“Tax
Returns”:
The
federal income tax return on Internal Revenue Service Form 1066, U.S. Real
Estate Mortgage Investment Conduit Income Tax Return, including Schedule
Q
thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf
of
each of the REMICs created hereunder under the REMIC Provisions, together
with
any and all other information reports or returns that may be required to
be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions
of
federal, state or local tax laws.
“Termination
Price”:
As
defined in Section 10.01(a) hereof.
“Terminator”:
As
defined in Section 10.01(a) hereof.
“Transfer”:
Any
direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
“Transfer
Affidavit”:
As
defined in Section 6.02(e)(ii) hereof.
54
“Transferee”:
Any
Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Trigger
Event”:
With
respect to any Distribution Date on or after the Stepdown Date, occurs
when:
(a) the
sum
of the percentages obtained by dividing (x) the aggregate Stated Principal
Balance of Mortgage Loans delinquent 60 days or more, that are in foreclosure
or
that are REO Properties by (y) the aggregate Stated Principal Balance of
the
Mortgage Loans, in each case, as of the last day of the previous three calendar
months divided
by
3,
exceeds 40.00% of the current Credit Enhancement Percentage of the Senior
Certificates; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Recoveries received since the Cut-off Date through the last day of the related
Due Period) divided
by
the sum
of (a) the aggregate Stated Principal Balance of the Initial Mortgage Loans
as
of the Cut-off Date and (b) the Prefunded Amount, exceeds the applicable
percentages set forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
July
2009 - June 2010
|
0.20%
for the first month plus an additional 1/12th
of
0.25% for each month thereafter
|
|
July
2010 - June 2011
|
0.45%
for the first month plus an additional 1/12th
of
0.30% for each month thereafter
|
|
July
2011 - June 2012
|
0.75%
for the first month plus an additional 1/12th
of
0.35% for each month thereafter
|
|
July
2012 - June 2013
|
1.10%
for the first month plus an additional 1/12th
of
0.40% for each month thereafter
|
|
July
2013 - June 2014
|
1.50%
for the first month plus an additional 1/12th
of
0.15% for each month thereafter
|
|
July
2014 and thereafter
|
1.65%
|
“Trust
Fund”:
The
segregated pool of assets subject hereto, constituting the primary trust
created
hereby and to be administered hereunder, such Trust Fund consisting of: (i)
such
Mortgage Loans as from time to time are subject to this Agreement, together
with
the Mortgage Files relating thereto, and together with all collections thereon
and proceeds thereof, (ii) any REO Property, together with all collections
thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the
Mortgage Loans under all insurance policies required to be maintained pursuant
to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under
the Mortgage Loan Purchase Agreement (including any security interest created
thereby); (v) the Distribution Account (subject to the last sentence of this
definition), any REO Account and such assets that are deposited therein from
time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto, (vi) all right, title and
interest of the Seller in and to the Servicing Agreement, (vii) the Basis
Risk Reserve Fund, the Prefunding Account, the Basis Risk Cap Account, the
Basis
Risk Cap Termination Account, the Basis Risk Cap Replacement Receipts Account
and the Final Maturity Reserve Fund and (viii) all proceeds of the
foregoing. Notwithstanding the foregoing, however, the Trust Fund specifically
excludes (1) all payments and other collections of interest and principal
due on
the Mortgage Loans on or before the Cut-off Date and principal received before
the Cut-off Date (except any principal collected as part of a payment due
after
the Cut-off Date) and (2) all income and gain realized from Permitted
Investments of funds on deposit in the Distribution Account.
55
“Trustee”:
Deutsche Bank National Trust Company, not in its individual capacity but
solely
as trustee, a national banking association, its successors in interest and
assigns, or any successor trustee appointed as herein provided.
“Trustee
Fee”:
The
annual on-going fee as agreed to by the Trustee and the Master Servicer and
payable by the Master Servicer on behalf of the Trust Fund to the Trustee
from
the Master Servicer’s own funds pursuant to the terms of the separate fee letter
agreement between the Trustee and the Master Servicer.
“Underwriter’s
Exemption”:
Prohibited Transaction Exemption 90-59, as amended by Prohibited Transaction
Exemption 2007-5 (or any successor thereto), or any substantially similar
administrative exemption granted by the U.S. Department of Labor.
“Uninsured
Cause”:
Any
cause of damage to a Mortgaged Property such that the complete restoration
of
such property is not fully reimbursable by the hazard insurance policies
required to be maintained on such Mortgaged Property.
“United
States Person”
or
“U.S.
Person”:
The
term shall have the meaning set forth in Section 7701(a)(30) of the Code or
successor provisions.
“Unpaid
Basis Risk Shortfall”:
With
respect to each Class of LIBOR Certificates and any Distribution Date, the
aggregate of all Basis Risk Shortfalls for such Class remaining unpaid from
all
previous Distribution Dates, together with interest thereon at the applicable
Pass-Through Rate, computed without regard to the applicable Net WAC Cap,
but
limited to a rate no greater than 10% per annum.
“Unpaid
Interest Shortfall Amount”:
With
respect to any Distribution Date and any Class of LIBOR Certificates, the
sum of
(i) the excess, if any, of (a) the aggregate of the Monthly Interest
Distributable Amounts for such Class for all prior Distribution Dates over
(b)
the sum of all amounts distributed as interest in respect of such Class from
the
Interest Remittance Amount pursuant to Section 5.01(a)(i), plus (ii) interest
on
the amount described in clause (i) at the applicable Pass-Through Rate for
the
related Accrual Period, plus (iii) any interest accrued pursuant to clause
(ii)
on prior Distribution Dates that remains unpaid.
“Upper-Tier
REMIC”:
As
described in the Preliminary Statement.
“Value”:
With
respect to any Mortgage Loan and the related Mortgaged Property, the lesser
of:
(i) the
value
of such Mortgaged Property as determined by an appraisal made for the originator
of the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of Xxxxxx Xxx and Xxxxxxx Mac;
and
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(ii) the
purchase price paid for the related Mortgaged Property by the Mortgagor with
the
proceeds of the Mortgage Loan;
provided,
however,
that in
the case of a Refinancing Mortgage Loan, such value of the Mortgaged Property
is
based solely upon the value determined by an appraisal made for the originator
of such Refinancing Mortgage Loan at the time of origination by an appraiser
who
met the minimum requirements of Xxxxxx Mae and Xxxxxxx Mac.
“Voting
Rights”:
The
portion of the voting rights of all of the Certificates which is allocated
to
any Certificate. 99% of the voting rights shall be allocated among the Classes
of Regular Certificates, pro
rata,
based
on a fraction, expressed as a percentage, the numerator of which is the Class
Principal Balance of such Class and the denominator of which is the aggregate
of
the Class Principal Balances then outstanding and 1% of the voting rights
shall
be allocated to the Class R Certificates; provided,
however,
that
when none of the Regular Certificates is outstanding, 100% of the voting
rights
shall be allocated to the Holder of the Class R Certificates. The voting
rights
allocated to a Class of Certificates shall be allocated among all Holders
of
such Class, pro
rata,
based
on a fraction the numerator of which is the Certificate Principal Balance
of
each Certificate of such Class and the denominator of which is the Class
Principal Balance of such Class; and provided,
further,
however,
that
any Certificate registered in the name of the Master Servicer, the Securities
Administrator or the Trustee or any of its affiliates shall not be included
in
the calculation of Voting Rights. The Class C and Class P Certificates shall
have no voting rights.
“Writedown
Amount”:
The
reduction described in Section 5.03(c).
SECTION
1.02. Accounting.
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
SECTION
2.01. Conveyance
of Mortgage Loans.
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse
for the benefit of the Certificateholders all the right, title and interest
of
the Depositor, including any security interest therein for the benefit of
the
Depositor, in and to (i) each Initial Mortgage Loan identified on the Mortgage
Loan Schedule, including the related Cut-off Date Principal Balance, all
interest due thereon after the Initial Cut-off Date and all collections in
respect of interest and principal due after the Initial Cut-off Date; (ii)
all
the Depositor’s right, title and interest in and to the Distribution Account and
all amounts from time to time credited to and to the proceeds of the
Distribution Account; (iii) any real property that secured each such Initial
Mortgage Loan and that has been acquired by foreclosure or deed in lieu of
foreclosure; (iv) the Depositor’s interest in any insurance policies in respect
of the Mortgage Loans; (v) all proceeds of any of the foregoing; (vi) any
such
amounts as may be deposited into and held by the Securities Administrator
in the
Prefunding Account and (vii) all other assets included or to be included
in the
Trust Fund. Such assignment includes all interest and principal due to the
Depositor or the Master Servicer after the Initial Cut-off Date with respect
to
the Initial Mortgage Loans. In exchange for such transfer and assignment,
the
Depositor shall receive the Certificates.
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Concurrently
with the execution of this Agreement, the Swap Agreement and the Basis Risk
Cap
Agreement shall be delivered to the Securities Administrator. In connection
therewith, the Depositor hereby directs the Securities Administrator (solely
in
its capacity as such) and the Securities Administrator is hereby authorized
to
execute and deliver the Swap Agreement (on behalf of the Supplemental Interest
Trust) and the Basis Risk Cap Agreement for the benefit of the
Certificateholders. The Seller, the Securities Administrator, the Depositor
and
the Certificateholders (by their acceptance of such Certificates) acknowledge
and agree that (i) the Securities Administrator is executing and delivering
the
Swap Agreement solely in its capacity as Securities Administrator of the
Supplemental Interest Trust and the Trust Fund, and not in its individual
capacity and (ii) the Securities Administrator is executing and delivering
the
Basis Risk Cap Agreement solely in its capacity as Securities Administrator
of
the Trust Fund, and not in its individual capacity. The Securities Administrator
shall have no duty or responsibility to enter into any other swap agreement
or
any other basis risk cap agreement upon the expiration or termination of
the
Swap Agreement or the Basis Risk Cap Agreement.
It
is
agreed and understood by the Depositor, the Seller and the Trustee that it
is
not intended that any Mortgage Loan be included in the Trust Fund that is
a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective
as of November 27, 2003, or The Home Loan Protection Act of New Mexico,
effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as
defined in the Massachusetts Predatory Home Loan Practices Act, effective
as of
November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as
defined in the Indiana High Cost Home Loan Act, effective as of January 1,
2005.
Concurrently
with the execution and delivery of this Agreement, the Depositor does hereby
assign to the Trustee all of its rights and interest under the Mortgage Loan
Purchase Agreement, including all rights of the Seller under the Servicing
Agreement to the extent assigned in the Mortgage Loan Purchase Agreement.
The
Trustee hereby accepts such assignment, and shall be entitled to exercise
all
rights of the Depositor under the Mortgage Loan Purchase Agreement and all
rights of the Seller under the Servicing Agreement as if, for such purpose,
it
were the Depositor or the Seller, as applicable, including the Seller’s right to
enforce remedies for breaches of representations and warranties and delivery
of
the Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over,
deposit and conveyance does not and is not intended to result in creation
or
assumption by the Trustee of any obligation of the Depositor, the Seller
or any
other Person in connection with the Mortgage Loans or any other agreement
or
instrument relating thereto except as specifically set forth
herein.
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In
connection with such transfer and assignment, the Seller, on behalf of the
Depositor, does hereby deliver on the Closing Date, unless otherwise specified
in this Section 2.01, to, and deposit with the Trustee, or the Custodian
as its
designated agent, the following documents or instruments with respect to
each
Mortgage Loan (a “Mortgage
File”)
so
transferred and assigned:
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(i)
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the
original Mortgage Note, endorsed either on its face or by allonge
attached
thereto in blank or in the following form: “Pay to the order of Deutsche
Bank National Trust Company, as Trustee for HarborView Mortgage
Loan Trust
Mortgage Loan Pass-Through Certificates, Series 2007-5, without
recourse”,
or with respect to any lost Mortgage Note, an original Lost Note
Affidavit
stating that the original Mortgage Note was lost, misplaced or
destroyed,
together with a copy of the related Mortgage
Note;
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(ii)
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except
as provided below, for each Mortgage Loan that is not a MERS Mortgage
Loan, the original Mortgage, and in the case of each MERS Mortgage
Loan,
the original Mortgage, noting the presence of the MIN for that
Mortgage
Loan and either language indicating that the Mortgage Loan is a
MOM Loan
if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was
not a MOM
Loan at origination, the original Mortgage and the assignment to
MERS, in
each case with evidence of recording thereon, and the original
recorded
power of attorney, if the Mortgage was executed pursuant to a power
of
attorney, with evidence of recording thereon or, if such Mortgage
or power
of attorney has been submitted for recording but has not been returned
from the applicable public recording office, has been lost or is
not
otherwise available, a certified copy of such Mortgage or power
of
attorney, as the case may be, together with an Officer’s Certificate of
the Seller certifying that the copy of such Mortgage delivered
to the
Trustee (or the Custodian on its behalf) is a true copy and that
the
original of such Mortgage has been forwarded to the public recording
office, or, in the case of a Mortgage that has been lost, a copy
thereof
(certified as provided for under the laws of the appropriate jurisdiction)
and a written Opinion of Counsel (delivered at the Seller’s expense)
acceptable to the Trustee and the Depositor that an original recorded
Mortgage is not required to enforce the Trustee’s interest in the Mortgage
Loan;
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(iii)
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the
original or copy of each assumption, modification or substitution
agreement, if any, relating to the Mortgage Loans, or, as to any
assumption, modification or substitution agreement which cannot
be
delivered on or prior to the Closing Date because of a delay caused
by the
public recording office where such assumption, modification or
substitution agreement has been delivered for recordation, a photocopy
of
such assumption, modification or substitution agreement, pending
delivery
of the original thereof, together with an Officer’s Certificate of the
Seller certifying that the copy of such assumption, modification
or
substitution agreement delivered to the Trustee (or its custodian)
on
behalf of the Trust Fund is a true copy and that the original of
such
agreement has been forwarded to the public recording
office;
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(iv)
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in
the case of each Mortgage Loan that is not a MERS Mortgage Loan,
an
original Assignment, in form and substance acceptable for recording.
The
Mortgage shall be assigned to “Deutsche Bank National Trust Company, as
Trustee for HarborView Mortgage Loan Trust Mortgage Loan Pass-Through
Certificates, Series 2007-5, without
recourse;”
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59
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(v)
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in
the case of each Mortgage Loan that is not a MERS Mortgage Loan,
an
original copy of any intervening Assignment showing a complete
chain of
assignments, or, in the case of an intervening Assignment that
has been
lost, a written Opinion of Counsel (delivered at the Seller’s expense)
acceptable to the Trustee and any NIMS Insurer that such original
intervening Assignment is not required to enforce the Trustee’s interest
in the Mortgage Loans;
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(vi)
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the
original Primary Insurance Policy, if any, or certificate, if
any;
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(vii)
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the
original or a certified copy of lender’s title insurance policy;
and
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(viii)
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with
respect to any Cooperative Loan, the Cooperative Loan
Documents.
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In
connection with the assignment of any MERS Mortgage Loan, the Seller agrees
that
it will take (or shall cause the Servicer to take), at the expense of the
Seller
(with the cooperation of the Depositor, the Trustee and the Master Servicer),
such actions as are necessary to cause the MERS®
System
to indicate that such Mortgage Loans have been assigned by the Seller to
the
Trustee in accordance with this Agreement (or any Subsequent Transfer Agreement)
for the benefit of the Certificateholders by including (or deleting, in the
case
of Mortgage Loans that are repurchased in accordance with this Agreement)
in
such computer files the information required by the MERS®
System
to identify the series of the Certificates issued in connection with the
transfer of such Mortgage Loans to the HarborView Mortgage Loan Trust 2007-5.
Notwithstanding anything herein to the contrary, the Master Servicer and
Securities Administrator are not responsible for monitoring any MERS Mortgage
Loans.
With
respect to each Cooperative Loan, the Seller, on behalf of the Depositor,
does
hereby deliver to the Trustee (or the Custodian) the related Cooperative
Loan
Documents and the Seller shall take (or cause the Servicer to take), at the
expense of the Seller (with the cooperation of the Depositor, the Trustee
and
the Master Servicer) such actions as are necessary under applicable law
(including but not limited to the relevant UCC) in order to perfect the interest
of the Trustee in the related Mortgaged Property.
Assignments
of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage
Loan (other than a Cooperative Loan) shall be recorded; provided,
however,
that
such assignments need not be recorded if, in the Opinion of Counsel (which
must
be from Independent Counsel and not at the expense of the Trust Fund or the
Trustee) acceptable to the Trustee, each Rating Agency, recording in such
states
is not required to protect the Trust Fund’s interest in the related Mortgage
Loans; provided,
further,
notwithstanding the delivery of any Opinion of Counsel, each assignment of
Mortgage shall be submitted for recording by the Seller (or the Seller will
cause the Servicer to submit each such assignment for recording), at the
cost
and expense of the Seller, in the manner described above, at no expense to
the
Trust Fund or Trustee, upon the earliest to occur of (1) reasonable direction
by
the Majority Certificateholders, (2) the occurrence of a bankruptcy or
insolvency relating to the Seller or the Depositor, or (3) with respect to
any
one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage. Subject
to the
preceding sentence, as soon as practicable after the Closing Date (but in
no
event more than three months thereafter except to the extent delays are caused
by the applicable recording office), the Seller shall properly record (or
the
Seller will cause the Servicer to properly record), at the expense of the
Seller
(with the cooperation of the Depositor, the Trustee and the Master Servicer),
in
each public recording office where the related Mortgages are recorded, each
assignment referred to in Section 2.01(a)(v) above with respec