MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. Depositor OPTION ONE MORTGAGE CORPORATION Servicer BARCLAYS CAPITAL REAL ESTATE INC. d/b/a HOMEQ SERVICING Servicer WELLS FARGO BANK, N.A. Master Servicer, Trust Administrator and Custodian and Trustee...
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
Depositor
OPTION
ONE MORTGAGE CORPORATION
Servicer
BARCLAYS
CAPITAL REAL ESTATE INC.
d/b/a
HOMEQ SERVICING
Servicer
XXXXX
FARGO BANK, N.A.
Master
Servicer, Trust Administrator and Custodian
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
Dated
as
of August 1, 2007
Mortgage
Pass-Through Certificates
Series
2007-HE2
TABLE
OF
CONTENTS
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.03.
|
Rights
of the NIMS Insurer.
|
|
ARTICLE
II
|
|
|
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
SECTION
2.01.
|
Conveyance
of the Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
of REMIC I by Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by an Originator or the
Seller.
|
|
SECTION
2.04.
|
Reserved.
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
|
SECTION
2.06.
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V and REMIC VI by the Trustee; Issuance of
Certificates.
|
|
SECTION
2.07.
|
Issuance
of Class R Certificates and Class R-X Certificates.
|
|
SECTION
2.08.
|
Authorization
to Enter into Interest Rate Swap Agreement.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01.
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02.
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers.
|
|
SECTION
3.03.
|
Successor
Sub-Servicers.
|
|
SECTION
3.04.
|
Liability
of the Servicer.
|
|
SECTION
3.05.
|
No
Contractual Relationship Between Sub-Servicers and the Trustee, the
Trust
Administrator, the NIMS Insurer or Certificateholders.
|
|
SECTION
3.06.
|
Assumption
or Termination of Sub-Servicing Agreements by Master
Servicer.
|
|
SECTION
3.07.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08.
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09.
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10.
|
Collection
Account.
|
|
SECTION
3.11.
|
Withdrawals
from the Collection Account
|
|
SECTION
3.12.
|
Investment
of Funds in the Collection Account.
|
|
SECTION
3.13.
|
[Reserved].
|
|
SECTION
3.14.
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Reports
to the Trust Administrator; Collection Account
Statements.
|
|
SECTION
3.20.
|
Statement
as to Compliance.
|
|
SECTION
3.21.
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22.
|
Access
to Certain Documentation.
|
|
SECTION
3.23.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24.
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25.
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.26.
|
Advance
Facility
|
|
SECTION
3.27.
|
Solicitations.
|
|
ARTICLE
IIIA
|
|
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3A.01.
|
Master
Servicer to Act as Master Servicer
|
|
SECTION
3A.02.
|
[Reserved].
|
|
SECTION
3A.03.
|
Monitoring
of Servicer.
|
|
SECTION
3A.04.
|
Fidelity
Bond.
|
|
SECTION
3A.05.
|
Power
to Act; Procedures.
|
|
SECTION
3A.06.
|
Due
on Sale Clauses; Assumption Agreements.
|
|
SECTION
3A.07.
|
[Reserved].
|
|
SECTION
3A.08.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
|
SECTION
3A.09.
|
Compensation
for the Master Servicer.
|
|
SECTION
3A.10.
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3A.11.
|
Distribution
Account.
|
|
SECTION
3A.12.
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
|
SECTION
3A.13.
|
Late
Remittance.
|
|
ARTICLE
IV
|
|
|
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
Statements
to Certificateholders.
|
|
SECTION
4.03.
|
Remittance
Reports, Advances.
|
|
SECTION
4.04.
|
Allocation
of Realized Losses.
|
|
SECTION
4.05.
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06.
|
Exchange
Commission Filings; Additional Information.
|
|
SECTION
4.07.
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.08.
|
Swap
Account.
|
|
SECTION
4.09.
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
SECTION
4.10.
|
[Reserved].
|
|
SECTION
4.11.
|
Collateral
Accounts.
|
|
SECTION
4.12.
|
Rights
and Obligations Under the Interest Rate Swap Agreement.
|
|
ARTICLE
V
|
|
|
THE
CERTIFICATES
|
|
|
SECTION
5.01.
|
The
Certificates.
|
|
SECTION
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
|
SECTION
5.05.
|
Certain
Available Information.
|
|
ARTICLE
VI
|
|
|
THE
DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER
|
|
|
SECTION
6.01.
|
Liability
of the Depositor, the Servicers and the Master
Servicer.
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor, the Servicers or the Master
Servicer.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Servicers, the Master Servicer
and
Others.
|
|
SECTION
6.04.
|
Limitation
on Resignation of a Servicer; Assignment of Master
Servicing.
|
|
SECTION
6.05.
|
Successor
Master Servicer.
|
|
SECTION
6.06.
|
Rights
of the Depositor in Respect of the Servicers.
|
|
SECTION
6.07.
|
[Reserved].
|
|
SECTION
6.08.
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.09.
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.10.
|
Removal
of the Credit Risk
Manager.
|
|
ARTICLE
VII
|
|
|
DEFAULT
|
|
|
SECTION
7.01.
|
Servicer
Events of Default and Master Servicer Events of
Termination.
|
|
SECTION
7.02.
|
Master
Servicer or Trustee to Act; Appointment of Successor
Servicer.
|
|
SECTION
7.03.
|
Trustee
to Act; Appointment of Successor Master Servicer.
|
|
SECTION
7.04.
|
Notification
to Certificateholders.
|
|
SECTION
7.05.
|
Waiver
of Servicer Events of Default and Master Servicer Events of
Termination.
|
|
SECTION
7.06.
|
Survivability
of Servicer and Master Servicer Liabilities.
|
|
ARTICLE
VIII
|
|
|
CONCERNING
THE TRUSTEE AND THE TRUST ADMINISTRATOR
|
|
|
SECTION
8.01.
|
Duties
of Trustee and Trust Administrator.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee and the Trust
Administrator
|
|
SECTION
8.03.
|
Neither
Trustee nor Trust Administrator Liable for Certificates or Mortgage
Loans.
|
|
SECTION
8.04.
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05.
|
Trust
Administrator’s and Trustee’s Fees and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07.
|
Resignation
and Removal of the Trustee or Trust Administrator.
|
|
SECTION
8.08.
|
Successor
Trustee or Trust Administrator.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Appointment
of Office or Agency; Appointment of Custodian.
|
|
SECTION
8.12.
|
Representations
and Warranties.
|
|
ARTICLE
IX
|
|
|
TERMINATION
|
|
|
SECTION
9.01.
|
Termination
Upon Repurchase or Liquidation of All Mortgage Loans.
|
|
SECTION
9.02.
|
Additional
Termination Requirements.
|
|
ARTICLE
X
|
|
|
REMIC
PROVISIONS
|
|
|
SECTION
10.01.
|
REMIC
Administration.
|
|
SECTION
10.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03.
|
Servicer,
Master Servicer and Trustee Indemnification.
|
|
ARTICLE
XI
|
|
|
MISCELLANEOUS
PROVISIONS
|
|
|
SECTION
11.01.
|
Amendment.
|
|
SECTION
11.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04.
|
Governing
Law.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Notice
to Rating Agencies and the NIMS Insurer.
|
|
SECTION
11.08.
|
Article
and Section References.
|
|
SECTION
11.09.
|
Grant
of Security Interest.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Intention
of the Parties and Interpretation.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A-1 Certificate
|
|
Exhibit
A-2
|
Form
of Class A-2 Certificate
|
|
Exhibit
A-3
|
Form
of Class A-3 Certificate
|
|
Exhibit
A-4
|
Form
of Class A-4 Certificate
|
|
Exhibit
A-5
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-6
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-7
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-8
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-9
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-10
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-11
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-12
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-13
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-14
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-15
|
Form
of Class CE Certificate
|
|
Exhibit
A-16
|
Form
of Class P Certificate
|
|
Exhibit
A-17
|
Form
of Class R Certificate
|
|
Exhibit
A-18
|
Form
of Class R-X Certificate
|
|
Exhibit
A-19
|
Form
of Class X Certificate
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C-1
|
Form
of Initial Certification
|
|
Exhibit
C-2
|
Form
of Final Certification
|
|
Exhibit
C-3
|
Form
of Receipt of Mortgage Notes
|
|
Exhibit
D
|
Forms
of Assignment Agreements
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Private Certificates Pursuant
to
Rule 144A Under the 1933 Act
|
|
Exhibit
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
G
|
Form
of Certification with respect to ERISA and the Code
|
|
Exhibit
H
|
[Reserved]
|
|
Exhibit
I
|
Form
of Lost Note Affidavit
|
|
Exhibit
J-1
|
Form
of Certification to Be Provided by the Master Servicer with Form
10-K
|
|
Exhibit
J-2
|
Form
of Certification to Be Provided by the Servicer to the Master
Servicer
|
|
Exhibit
K
|
[Reserved]
|
|
Exhibit
L
|
Annual
Statement of Compliance pursuant to Section 3.20
|
|
Exhibit
M
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
N
|
Form
of Swap Administration Agreement
|
|
Exhibit
O
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
P
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
Q
|
Additional
Disclosure Notification
|
|
Exhibit
R-1
|
Form
of Delinquency Report
|
|
Exhibit
R-2
|
Form
of Monthly Remittance Advice
|
|
Exhibit
R-3
|
Form
of Realized Loss Report
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of August 1, 2007
among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor, OPTION
ONE
MORTGAGE CORPORATION as a Servicer, BARCLAYS CAPITAL REAL ESTATE INC. d/b/a
HOMEQ SERVICING as a Servicer, XXXXX FARGO BANK, N.A. as Master Servicer, Trust
Administrator and Custodian and U.S. BANK NATIONAL ASSOCIATION as
Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of a segregated pool of assets comprised of the Mortgage
Loans and certain other related assets subject to this Agreement.
REMIC
I
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (other than
the Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental
Interest Trust, the Interest Rate Swap Agreement, any Originator Prepayment
Charge Payment Amounts and any Servicer Prepayment Charge Payment Amounts)
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC I.” The Class
R-I Interest will be the sole class of “residual interests” in REMIC I for
purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the REMIC I Remittance Rate,
the
initial Uncertificated Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC I Regular Interests (as defined herein). None of
the REMIC I Regular Interests will be certificated.
|
Designation
|
REMIC
I
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
I
|
Variable(2)
|
$
|
40.23
|
August
2037
|
||||
|
I-1-A
|
Variable(2)
|
$
|
1,690,260.71
|
August
2037
|
||||
|
I-1-B
|
Variable(2)
|
$
|
1,690,260.71
|
August
2037
|
||||
|
I-2-A
|
Variable(2)
|
$
|
2,178,061.22
|
August
2037
|
||||
|
I-2-B
|
Variable(2)
|
$
|
2,178,061.22
|
August
2037
|
||||
|
I-3-A
|
Variable(2)
|
$
|
2,665,151.69
|
August
2037
|
||||
|
I-3-B
|
Variable(2)
|
$
|
2,665,151.69
|
August
2037
|
||||
|
I-4-A
|
Variable(2)
|
$
|
3,147,981.89
|
August
2037
|
||||
|
I-4-B
|
Variable(2)
|
$
|
3,147,981.89
|
August
2037
|
||||
|
I-5-A
|
Variable(2)
|
$
|
3,621,936.53
|
August
2037
|
||||
|
I-5-B
|
Variable(2)
|
$
|
3,621,936.53
|
August
2037
|
||||
|
I-6-A
|
Variable(2)
|
$
|
4,082,045.31
|
August
2037
|
||||
|
I-6-B
|
Variable(2)
|
$
|
4,082,045.31
|
August
2037
|
||||
|
I-7-A
|
Variable(2)
|
$
|
4,523,337.91
|
August
2037
|
||||
|
I-7-B
|
Variable(2)
|
$
|
4,523,337.91
|
August
2037
|
||||
|
I-8-A
|
Variable(2)
|
$
|
4,936,583.75
|
August
2037
|
||||
|
I-8-B
|
Variable(2)
|
$
|
4,936,583.75
|
August
2037
|
||||
|
I-9-A
|
Variable(2)
|
$
|
5,305,451.82
|
August
2037
|
||||
|
I-9-B
|
Variable(2)
|
$
|
5,305,451.82
|
August
2037
|
||||
|
I-10-A
|
Variable(2)
|
$
|
5,473,022.30
|
August
2037
|
||||
|
I-10-B
|
Variable(2)
|
$
|
5,473,022.30
|
August
2037
|
||||
|
I-11-A
|
Variable(2)
|
$
|
5,367,580.71
|
August
2037
|
||||
|
I-11-B
|
Variable(2)
|
$
|
5,367,580.71
|
August
2037
|
||||
|
I-12-A
|
Variable(2)
|
$
|
5,124,390.50
|
August
2037
|
||||
|
I-12-B
|
Variable(2)
|
$
|
5,124,390.50
|
August
2037
|
||||
|
I-13-A
|
Variable(2)
|
$
|
4,891,495.93
|
August
2037
|
||||
|
I-13-B
|
Variable(2)
|
$
|
4,891,495.93
|
August
2037
|
||||
|
I-14-A
|
Variable(2)
|
$
|
4,670,317.10
|
August
2037
|
||||
|
I-14-B
|
Variable(2)
|
$
|
4,670,317.10
|
August
2037
|
||||
|
I-15-A
|
Variable(2)
|
$
|
4,458,368.84
|
August
2037
|
||||
|
I-15-B
|
Variable(2)
|
$
|
4,458,368.84
|
August
2037
|
||||
|
I-16-A
|
Variable(2)
|
$
|
4,258,846.36
|
August
2037
|
||||
|
I-16-B
|
Variable(2)
|
$
|
4,258,846.36
|
August
2037
|
||||
|
I-17-A
|
Variable(2)
|
$
|
4,070,684.59
|
August
2037
|
||||
|
I-17-B
|
Variable(2)
|
$
|
4,070,684.59
|
August
2037
|
||||
|
I-18-A
|
Variable(2)
|
$
|
3,910,569.58
|
August
2037
|
||||
|
I-18-B
|
Variable(2)
|
$
|
3,910,569.58
|
August
2037
|
||||
|
I-19-A
|
Variable(2)
|
$
|
3,760,750.21
|
August
2037
|
||||
|
I-19-B
|
Variable(2)
|
$
|
3,760,750.21
|
August
2037
|
||||
|
I-20-A
|
Variable(2)
|
$
|
4,286,893.12
|
August
2037
|
||||
|
I-20-B
|
Variable(2)
|
$
|
4,286,893.12
|
August
2037
|
||||
|
I-21-A
|
Variable(2)
|
$
|
5,042,380.37
|
August
2037
|
||||
|
I-21-B
|
Variable(2)
|
$
|
5,042,380.37
|
August
2037
|
||||
|
I-22-A
|
Variable(2)
|
$
|
5,331,013.42
|
August
2037
|
||||
|
I-22-B
|
Variable(2)
|
$
|
5,331,013.42
|
August
2037
|
||||
|
I-23-A
|
Variable(2)
|
$
|
4,826,526.87
|
August
2037
|
||||
|
I-23-B
|
Variable(2)
|
$
|
4,826,526.87
|
August
2037
|
||||
|
I-24-A
|
Variable(2)
|
$
|
4,373,163.51
|
August
2037
|
||||
|
I-24-B
|
Variable(2)
|
$
|
4,373,163.51
|
August
2037
|
||||
|
I-25-A
|
Variable(2)
|
$
|
3,665,249.24
|
August
2037
|
||||
|
I-25-B
|
Variable(2)
|
$
|
3,665,249.24
|
August
2037
|
||||
|
I-26-A
|
Variable(2)
|
$
|
2,896,981.19
|
August
2037
|
||||
|
I-26-B
|
Variable(2)
|
$
|
2,896,981.19
|
August
2037
|
||||
|
I-27-A
|
Variable(2)
|
$
|
2,382,909.04
|
August
2037
|
||||
|
I-27-B
|
Variable(2)
|
$
|
2,382,909.04
|
August
2037
|
||||
|
I-28-A
|
Variable(2)
|
$
|
2,262,201.49
|
August
2037
|
||||
|
I-28-B
|
Variable(2)
|
$
|
2,262,201.49
|
August
2037
|
||||
|
I-29-A
|
Variable(2)
|
$
|
2,146,464.25
|
August
2037
|
||||
|
I-29-B
|
Variable(2)
|
$
|
2,146,464.25
|
August
2037
|
||||
|
I-30-A
|
Variable(2)
|
$
|
2,040,312.61
|
August
2037
|
||||
|
I-30-B
|
Variable(2)
|
$
|
2,040,312.61
|
August
2037
|
||||
|
I-31-A
|
Variable(2)
|
$
|
1,972,858.39
|
August
2037
|
||||
|
I-31-B
|
Variable(2)
|
$
|
1,972,858.39
|
August
2037
|
||||
|
I-32-A
|
Variable(2)
|
$
|
1,971,438.30
|
August
2037
|
||||
|
I-32-B
|
Variable(2)
|
$
|
1,971,438.30
|
August
2037
|
||||
|
I-33-A
|
Variable(2)
|
$
|
1,933,805.95
|
August
2037
|
||||
|
I-33-B
|
Variable(2)
|
$
|
1,933,805.95
|
August
2037
|
||||
|
I-34-A
|
Variable(2)
|
$
|
1,869,191.91
|
August
2037
|
||||
|
I-34-B
|
Variable(2)
|
$
|
1,869,191.91
|
August
2037
|
||||
|
I-35-A
|
Variable(2)
|
$
|
1,748,839.38
|
August
2037
|
||||
|
I-35-B
|
Variable(2)
|
$
|
1,748,839.38
|
August
2037
|
||||
|
I-36-A
|
Variable(2)
|
$
|
1,623,516.54
|
August
2037
|
||||
|
I-36-B
|
Variable(2)
|
$
|
1,623,516.54
|
August
2037
|
||||
|
I-37-A
|
Variable(2)
|
$
|
1,478,667.48
|
August
2037
|
||||
|
I-37-B
|
Variable(2)
|
$
|
1,478,667.48
|
August
2037
|
||||
|
I-38-A
|
Variable(2)
|
$
|
1,360,800.11
|
August
2037
|
||||
|
I-38-B
|
Variable(2)
|
$
|
1,360,800.11
|
August
2037
|
||||
|
I-39-A
|
Variable(2)
|
$
|
1,264,589.09
|
August
2037
|
||||
|
I-39-B
|
Variable(2)
|
$
|
1,264,589.09
|
August
2037
|
||||
|
I-40-A
|
Variable(2)
|
$
|
1,200,330.07
|
August
2037
|
||||
|
I-40-B
|
Variable(2)
|
$
|
1,200,330.07
|
August
2037
|
||||
|
I-41-A
|
Variable(2)
|
$
|
1,140,331.32
|
August
2037
|
||||
|
I-41-B
|
Variable(2)
|
$
|
1,140,331.32
|
August
2037
|
||||
|
I-42-A
|
Variable(2)
|
$
|
1,082,817.72
|
August
2037
|
||||
|
I-42-B
|
Variable(2)
|
$
|
1,082,817.72
|
August
2037
|
||||
|
I-43-A
|
Variable(2)
|
$
|
1,028,854.35
|
August
2037
|
||||
|
I-43-B
|
Variable(2)
|
$
|
1,028,854.35
|
August
2037
|
||||
|
I-44-A
|
Variable(2)
|
$
|
977,731.15
|
August
2037
|
||||
|
I-44-B
|
Variable(2)
|
$
|
977,731.15
|
August
2037
|
||||
|
I-45-A
|
Variable(2)
|
$
|
929,448.13
|
August
2037
|
||||
|
I-45-B
|
Variable(2)
|
$
|
929,448.13
|
August
2037
|
||||
|
I-46-A
|
Variable(2)
|
$
|
883,295.24
|
August
2037
|
||||
|
I-46-B
|
Variable(2)
|
$
|
883,295.24
|
August
2037
|
||||
|
I-47-A
|
Variable(2)
|
$
|
839,982.54
|
August
2037
|
||||
|
I-47-B
|
Variable(2)
|
$
|
839,982.54
|
August
2037
|
||||
|
I-48-A
|
Variable(2)
|
$
|
798,444.94
|
August
2037
|
||||
|
I-48-B
|
Variable(2)
|
$
|
798,444.94
|
August
2037
|
||||
|
I-49-A
|
Variable(2)
|
$
|
759,747.52
|
August
2037
|
||||
|
I-49-B
|
Variable(2)
|
$
|
759,747.52
|
August
2037
|
||||
|
I-50-A
|
Variable(2)
|
$
|
722,470.19
|
August
2037
|
||||
|
I-50-B
|
Variable(2)
|
$
|
722,470.19
|
August
2037
|
||||
|
I-51-A
|
Variable(2)
|
$
|
687,322.99
|
August
2037
|
||||
|
I-51-B
|
Variable(2)
|
$
|
687,322.99
|
August
2037
|
||||
|
I-52-A
|
Variable(2)
|
$
|
654,305.92
|
August
2037
|
||||
|
I-52-B
|
Variable(2)
|
$
|
654,305.92
|
August
2037
|
||||
|
I-53-A
|
Variable(2)
|
$
|
622,353.92
|
August
2037
|
||||
|
I-53-B
|
Variable(2)
|
$
|
622,353.92
|
August
2037
|
||||
|
I-54-A
|
Variable(2)
|
$
|
592,532.06
|
August
2037
|
||||
|
I-54-B
|
Variable(2)
|
$
|
592,532.06
|
August
2037
|
||||
|
I-55-A
|
Variable(2)
|
$
|
564,485.30
|
August
2037
|
||||
|
I-55-B
|
Variable(2)
|
$
|
564,485.30
|
August
2037
|
||||
|
I-56-A
|
Variable(2)
|
$
|
537,148.60
|
August
2037
|
||||
|
I-56-B
|
Variable(2)
|
$
|
537,148.60
|
August
2037
|
||||
|
I-57-A
|
Variable(2)
|
$
|
511,587.00
|
August
2037
|
||||
|
I-57-B
|
Variable(2)
|
$
|
511,587.00
|
August
2037
|
||||
|
I-58-A
|
Variable(2)
|
$
|
487,445.49
|
August
2037
|
||||
|
I-58-B
|
Variable(2)
|
$
|
487,445.49
|
August
2037
|
||||
|
I-59-A
|
Variable(2)
|
$
|
464,369.04
|
August
2037
|
||||
|
I-59-B
|
Variable(2)
|
$
|
464,369.04
|
August
2037
|
||||
|
I-60-A
|
Variable(2)
|
$
|
10,071,269.89
|
August
2037
|
||||
|
I-60-B
|
Variable(2)
|
$
|
10,071,269.89
|
August
2037
|
||||
|
II
|
Variable(2)
|
$
|
16.43
|
August
2037
|
||||
|
II-1-A
|
Variable(2)
|
$
|
690,239.29
|
August
2037
|
||||
|
II-1-B
|
Variable(2)
|
$
|
690,239.29
|
August
2037
|
||||
|
II-2-A
|
Variable(2)
|
$
|
889,438.78
|
August
2037
|
||||
|
II-2-B
|
Variable(2)
|
$
|
889,438.78
|
August
2037
|
||||
|
II-3-A
|
Variable(2)
|
$
|
1,088,348.31
|
August
2037
|
||||
|
II-3-B
|
Variable(2)
|
$
|
1,088,348.31
|
August
2037
|
||||
|
II-4-A
|
Variable(2)
|
$
|
1,285,518.11
|
August
2037
|
||||
|
II-4-B
|
Variable(2)
|
$
|
1,285,518.11
|
August
2037
|
||||
|
II-5-A
|
Variable(2)
|
$
|
1,479,063.47
|
August
2037
|
||||
|
II-5-B
|
Variable(2)
|
$
|
1,479,063.47
|
August
2037
|
||||
|
II-6-A
|
Variable(2)
|
$
|
1,666,954.69
|
August
2037
|
||||
|
II-6-B
|
Variable(2)
|
$
|
1,666,954.69
|
August
2037
|
||||
|
II-7-A
|
Variable(2)
|
$
|
1,847,162.09
|
August
2037
|
||||
|
II-7-B
|
Variable(2)
|
$
|
1,847,162.09
|
August
2037
|
||||
|
II-8-A
|
Variable(2)
|
$
|
2,015,916.25
|
August
2037
|
||||
|
II-8-B
|
Variable(2)
|
$
|
2,015,916.25
|
August
2037
|
||||
|
II-9-A
|
Variable(2)
|
$
|
2,166,548.18
|
August
2037
|
||||
|
II-9-B
|
Variable(2)
|
$
|
2,166,548.18
|
August
2037
|
||||
|
II-10-A
|
Variable(2)
|
$
|
2,234,977.70
|
August
2037
|
||||
|
II-10-B
|
Variable(2)
|
$
|
2,234,977.70
|
August
2037
|
||||
|
II-11-A
|
Variable(2)
|
$
|
2,191,919.29
|
August
2037
|
||||
|
II-11-B
|
Variable(2)
|
$
|
2,191,919.29
|
August
2037
|
||||
|
II-12-A
|
Variable(2)
|
$
|
2,092,609.50
|
August
2037
|
||||
|
II-12-B
|
Variable(2)
|
$
|
2,092,609.50
|
August
2037
|
||||
|
II-13-A
|
Variable(2)
|
$
|
1,997,504.07
|
August
2037
|
||||
|
II-13-B
|
Variable(2)
|
$
|
1,997,504.07
|
August
2037
|
||||
|
II-14-A
|
Variable(2)
|
$
|
1,907,182.90
|
August
2037
|
||||
|
II-14-B
|
Variable(2)
|
$
|
1,907,182.90
|
August
2037
|
||||
|
II-15-A
|
Variable(2)
|
$
|
1,820,631.16
|
August
2037
|
||||
|
II-15-B
|
Variable(2)
|
$
|
1,820,631.16
|
August
2037
|
||||
|
II-16-A
|
Variable(2)
|
$
|
1,739,153.64
|
August
2037
|
||||
|
II-16-B
|
Variable(2)
|
$
|
1,739,153.64
|
August
2037
|
||||
|
II-17-A
|
Variable(2)
|
$
|
1,662,315.41
|
August
2037
|
||||
|
II-17-B
|
Variable(2)
|
$
|
1,662,315.41
|
August
2037
|
||||
|
II-18-A
|
Variable(2)
|
$
|
1,596,930.42
|
August
2037
|
||||
|
II-18-B
|
Variable(2)
|
$
|
1,596,930.42
|
August
2037
|
||||
|
II-19-A
|
Variable(2)
|
$
|
1,535,749.79
|
August
2037
|
||||
|
II-19-B
|
Variable(2)
|
$
|
1,535,749.79
|
August
2037
|
||||
|
II-20-A
|
Variable(2)
|
$
|
1,750,606.88
|
August
2037
|
||||
|
II-20-B
|
Variable(2)
|
$
|
1,750,606.88
|
August
2037
|
||||
|
II-21-A
|
Variable(2)
|
$
|
2,059,119.63
|
August
2037
|
||||
|
II-21-B
|
Variable(2)
|
$
|
2,059,119.63
|
August
2037
|
||||
|
II-22-A
|
Variable(2)
|
$
|
2,176,986.58
|
August
2037
|
||||
|
II-22-B
|
Variable(2)
|
$
|
2,176,986.58
|
August
2037
|
||||
|
II-23-A
|
Variable(2)
|
$
|
1,970,973.13
|
August
2037
|
||||
|
II-23-B
|
Variable(2)
|
$
|
1,970,973.13
|
August
2037
|
||||
|
II-24-A
|
Variable(2)
|
$
|
1,785,836.49
|
August
2037
|
||||
|
II-24-B
|
Variable(2)
|
$
|
1,785,836.49
|
August
2037
|
||||
|
II-25-A
|
Variable(2)
|
$
|
1,496,750.76
|
August
2037
|
||||
|
II-25-B
|
Variable(2)
|
$
|
1,496,750.76
|
August
2037
|
||||
|
II-26-A
|
Variable(2)
|
$
|
1,183,018.81
|
August
2037
|
||||
|
II-26-B
|
Variable(2)
|
$
|
1,183,018.81
|
August
2037
|
||||
|
II-27-A
|
Variable(2)
|
$
|
973,090.96
|
August
2037
|
||||
|
II-27-B
|
Variable(2)
|
$
|
973,090.96
|
August
2037
|
||||
|
II-28-A
|
Variable(2)
|
$
|
923,798.51
|
August
2037
|
||||
|
II-28-B
|
Variable(2)
|
$
|
923,798.51
|
August
2037
|
||||
|
II-29-A
|
Variable(2)
|
$
|
876,535.75
|
August
2037
|
||||
|
II-29-B
|
Variable(2)
|
$
|
876,535.75
|
August
2037
|
||||
|
II-30-A
|
Variable(2)
|
$
|
833,187.39
|
August
2037
|
||||
|
II-30-B
|
Variable(2)
|
$
|
833,187.39
|
August
2037
|
||||
|
II-31-A
|
Variable(2)
|
$
|
805,641.61
|
August
2037
|
||||
|
II-31-B
|
Variable(2)
|
$
|
805,641.61
|
August
2037
|
||||
|
II-32-A
|
Variable(2)
|
$
|
805,061.70
|
August
2037
|
||||
|
II-32-B
|
Variable(2)
|
$
|
805,061.70
|
August
2037
|
||||
|
II-33-A
|
Variable(2)
|
$
|
789,694.05
|
August
2037
|
||||
|
II-33-B
|
Variable(2)
|
$
|
789,694.05
|
August
2037
|
||||
|
II-34-A
|
Variable(2)
|
$
|
763,308.09
|
August
2037
|
||||
|
II-34-B
|
Variable(2)
|
$
|
763,308.09
|
August
2037
|
||||
|
II-35-A
|
Variable(2)
|
$
|
714,160.62
|
August
2037
|
||||
|
II-35-B
|
Variable(2)
|
$
|
714,160.62
|
August
2037
|
||||
|
II-36-A
|
Variable(2)
|
$
|
662,983.46
|
August
2037
|
||||
|
II-36-B
|
Variable(2)
|
$
|
662,983.46
|
August
2037
|
||||
|
II-37-A
|
Variable(2)
|
$
|
603,832.52
|
August
2037
|
||||
|
II-37-B
|
Variable(2)
|
$
|
603,832.52
|
August
2037
|
||||
|
II-38-A
|
Variable(2)
|
$
|
555,699.89
|
August
2037
|
||||
|
II-38-B
|
Variable(2)
|
$
|
555,699.89
|
August
2037
|
||||
|
II-39-A
|
Variable(2)
|
$
|
516,410.91
|
August
2037
|
||||
|
II-39-B
|
Variable(2)
|
$
|
516,410.91
|
August
2037
|
||||
|
II-40-A
|
Variable(2)
|
$
|
490,169.93
|
August
2037
|
||||
|
II-40-B
|
Variable(2)
|
$
|
490,169.93
|
August
2037
|
||||
|
II-41-A
|
Variable(2)
|
$
|
465,668.68
|
August
2037
|
||||
|
II-41-B
|
Variable(2)
|
$
|
465,668.68
|
August
2037
|
||||
|
II-42-A
|
Variable(2)
|
$
|
442,182.28
|
August
2037
|
||||
|
II-42-B
|
Variable(2)
|
$
|
442,182.28
|
August
2037
|
||||
|
II-43-A
|
Variable(2)
|
$
|
420,145.65
|
August
2037
|
||||
|
II-43-B
|
Variable(2)
|
$
|
420,145.65
|
August
2037
|
||||
|
II-44-A
|
Variable(2)
|
$
|
399,268.85
|
August
2037
|
||||
|
II-44-B
|
Variable(2)
|
$
|
399,268.85
|
August
2037
|
||||
|
II-45-A
|
Variable(2)
|
$
|
379,551.87
|
August
2037
|
||||
|
II-45-B
|
Variable(2)
|
$
|
379,551.87
|
August
2037
|
||||
|
II-46-A
|
Variable(2)
|
$
|
360,704.76
|
August
2037
|
||||
|
II-46-B
|
Variable(2)
|
$
|
360,704.76
|
August
2037
|
||||
|
II-47-A
|
Variable(2)
|
$
|
343,017.46
|
August
2037
|
||||
|
II-47-B
|
Variable(2)
|
$
|
343,017.46
|
August
2037
|
||||
|
II-48-A
|
Variable(2)
|
$
|
326,055.06
|
August
2037
|
||||
|
II-48-B
|
Variable(2)
|
$
|
326,055.06
|
August
2037
|
||||
|
II-49-A
|
Variable(2)
|
$
|
310,252.48
|
August
2037
|
||||
|
II-49-B
|
Variable(2)
|
$
|
310,252.48
|
August
2037
|
||||
|
II-50-A
|
Variable(2)
|
$
|
295,029.81
|
August
2037
|
||||
|
II-50-B
|
Variable(2)
|
$
|
295,029.81
|
August
2037
|
||||
|
II-51-A
|
Variable(2)
|
$
|
280,677.01
|
August
2037
|
||||
|
II-51-B
|
Variable(2)
|
$
|
280,677.01
|
August
2037
|
||||
|
II-52-A
|
Variable(2)
|
$
|
267,194.08
|
August
2037
|
||||
|
II-52-B
|
Variable(2)
|
$
|
267,194.08
|
August
2037
|
||||
|
II-53-A
|
Variable(2)
|
$
|
254,146.08
|
August
2037
|
||||
|
II-53-B
|
Variable(2)
|
$
|
254,146.08
|
August
2037
|
||||
|
II-54-A
|
Variable(2)
|
$
|
241,967.94
|
August
2037
|
||||
|
II-54-B
|
Variable(2)
|
$
|
241,967.94
|
August
2037
|
||||
|
II-55-A
|
Variable(2)
|
$
|
230,514.70
|
August
2037
|
||||
|
II-55-B
|
Variable(2)
|
$
|
230,514.70
|
August
2037
|
||||
|
II-56-A
|
Variable(2)
|
$
|
219,351.40
|
August
2037
|
||||
|
II-56-B
|
Variable(2)
|
$
|
219,351.40
|
August
2037
|
||||
|
II-57-A
|
Variable(2)
|
$
|
208,913.00
|
August
2037
|
||||
|
II-57-B
|
Variable(2)
|
$
|
208,913.00
|
August
2037
|
||||
|
II-58-A
|
Variable(2)
|
$
|
199,054.51
|
August
2037
|
||||
|
II-58-B
|
Variable(2)
|
$
|
199,054.51
|
August
2037
|
||||
|
II-59-A
|
Variable(2)
|
$
|
189,630.96
|
August
2037
|
||||
|
II-59-B
|
Variable(2)
|
$
|
189,630.96
|
August
2037
|
||||
|
II-60-A
|
Variable(2)
|
$
|
4,112,730.11
|
August
2037
|
||||
|
II-60-B
|
Variable(2)
|
$
|
4,112,730.11
|
August
2037
|
||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC I Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
|
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC
II.” The Class R-II Interest will evidence the sole class of
“residual interests” in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth
the designation, the REMIC II Remittance Rate, the initial Uncertificated
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC
II Regular Interests (as defined herein). None of the REMIC II
Regular Interests will be certificated.
|
Designation
|
REMIC
II
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
II-LTAA
|
Variable(2)
|
$
|
218,306,738.76
|
August
2037
|
|
II-LTA1
|
Variable(2)
|
$
|
1,187,070.00
|
August
2037
|
|
II-LTA2
|
Variable(2)
|
$
|
257,500.00
|
August
2037
|
|
II-LTA3
|
Variable(2)
|
$
|
170,750.00
|
August
2037
|
|
II-LTA4
|
Variable(2)
|
$
|
56,505.00
|
August
2037
|
|
II-LTM1
|
Variable(2)
|
$
|
83,535.00
|
August
2037
|
|
II-LTM2
|
Variable(2)
|
$
|
76,855.00
|
August
2037
|
|
II-LTM3
|
Variable(2)
|
$
|
46,780.00
|
August
2037
|
|
II-LTM4
|
Variable(2)
|
$
|
41,210.00
|
August
2037
|
|
II-LTM5
|
Variable(2)
|
$
|
38,985.00
|
August
2037
|
|
II-LTM6
|
Variable(2)
|
$
|
30,070.00
|
August
2037
|
|
II-LTM7
|
Variable(2)
|
$
|
22,280.00
|
August
2037
|
|
II-LTM8
|
Variable(2)
|
$
|
33,415.00
|
August
2037
|
|
II-LTM9
|
Variable(2)
|
$
|
20,045.00
|
August
2037
|
|
II-LTM10
|
Variable(2)
|
$
|
28,955.00
|
August
2037
|
|
II-LTZZ
|
Variable(2)
|
$
|
2,361,284.57
|
August
2037
|
|
II-LTP
|
Variable(2)
|
$
|
100.00
|
August
2037
|
|
II-LT1SUB
|
Variable(2)
|
$
|
7,892.78
|
August
2037
|
|
II-LT1GRP
|
Variable(2)
|
$
|
31,634.19
|
August
2037
|
|
II-LT2SUB
|
Variable(2)
|
$
|
3,223.12
|
August
2037
|
|
II-LT2GRP
|
Variable(2)
|
$
|
12,918.22
|
August
2037
|
|
II-LTXX
|
Variable(2)
|
$
|
222,706,310.03
|
August
2037
|
|
II-LTIO
|
Variable(2)
|
(3)
|
August
2037
|
|
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
|
|
(3)
|
REMIC
II Regular Interest II-LTIO will not have an Uncertificated Balance,
but
will accrue interest on its Uncertificated Notional
Amount.
|
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
III.” The Class R-III Interest will evidence the sole class of
“residual interests” in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth
the designation, the Pass-Through Rate, the initial aggregate Certificate
Principal Balance and, for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated
Classes of Certificates.
Each
Certificate, other than the Class P Certificate, the Class CE Certificate,
the
Class R Certificates and the Class R-X Certificates, represents ownership of
a
Regular Interest in REMIC III and also represents (i) the right to receive
payments with respect to the Net WAC Rate Carryover Amount (as defined herein)
and (ii) the obligation to pay Class IO Distribution Amounts (as defined
herein). The entitlement to principal of the Regular Interest which corresponds
to each Certificate shall be equal in amount and timing to the entitlement
to
principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
A-1
|
Variable(2)
|
$
|
237,414,000.00
|
August
2037
|
|
Class
A-2
|
Variable(2)
|
$
|
51,500,000.00
|
August
2037
|
|
Class
A-3
|
Variable(2)
|
$
|
34,150,000.00
|
August
2037
|
|
Class
A-4
|
Variable(2)
|
$
|
11,301,000.00
|
August
2037
|
|
Class
M-1
|
Variable(2)
|
$
|
16,707,000.00
|
August
2037
|
|
Class
M-2
|
Variable(2)
|
$
|
15,371,000.00
|
August
2037
|
|
Class
M-3
|
Variable(2)
|
$
|
9,356,000.00
|
August
2037
|
|
Class
M-4
|
Variable(2)
|
$
|
8,242,000.00
|
August
2037
|
|
Class
M-5
|
Variable(2)
|
$
|
7,797,000.00
|
August
2037
|
|
Class
M-6
|
Variable(2)
|
$
|
6,014,000.00
|
August
2037
|
|
Class
M-7
|
Variable(2)
|
$
|
4,456,000.00
|
August
2037
|
|
Class
M-8
|
Variable(2)
|
$
|
6,683,000.00
|
August
2037
|
|
Class
M-9
|
Variable(2)
|
$
|
4,009,000.00
|
August
2037
|
|
Class
M-10
|
Variable(2)
|
$
|
5,791,000.00
|
August
2037
|
|
Class
CE Interest
|
Variable(3)
|
$
|
26,732,956.66
|
August
2037
|
|
Class
P Interest
|
N/A(4)
|
$
|
100.00
|
August
2037
|
|
Class
Swap-IO Interest
|
N/A(5)
|
N/A(5)
|
August
2037
|
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC III Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
The
Class CE Interest will accrue interest at its variable Pass-Through
Rate
on the Notional Amount of the Class CE Interest outstanding from
time to
time, which shall equal the Uncertificated Balance of the REMIC II
Regular
Interests (other than REMIC II Regular Interest II-LTP). The
Class CE Interest will not accrue interest on its Uncertificated
Balance.
|
|
(4)
|
The
Class P Interest will not
accrue interest.
|
|
(5)
|
The
Class Swap-IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest
II-LTIO.
|
REMIC
IV
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class CE Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
IV.” The Class R-IV Interest represents the sole class of “residual
interests” in REMIC IV for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the Class designation, Pass-Through
Rate
and Original Class Certificate Principal Balance for the indicated Class of
Certificates that represents a “regular interest” in REMIC IV created
hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
CE Certificates
|
Variable(2)
|
$26,732,956.66
|
August
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loans with the latest maturity date has been designated as the “latest
possible maturity date” for the Class CE
Certificates.
|
|
(2)
|
The
Class CE Certificates will
receive 100% of amounts received in respect of the Class CE
Interest.
|
REMIC
V
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
V.” The Class R-V Interest represents the sole class of “residual
interests” in REMIC V for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the Class designation, Pass-Through
Rate
and Original Class Certificate Principal Balance for the indicated Class of
Certificates that represents a “regular interest” in REMIC V created
hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
P Certificates
|
Variable(2)
|
$100.00
|
August
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loans with the latest maturity date has been designated as the “latest
possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The
Class P Certificates will
receive 100% of amounts received in respect of the Class P
Interest.
|
REMIC
VI
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class SWAP-IO Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets shall be designated as “REMIC
VI.” The Class R-VI Interest represents the sole class of “residual
interests” in REMIC VI for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated REMIC VI Regular Interest SWAP-IO, which will be
uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
SWAP-IO
|
Variable(2)
|
N/A
|
August
2037
|
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loans with the latest maturity date has been designated as the “latest
possible maturity date” for REMIC VI Regular Interest
Swap-IO.
|
|
(2)
|
REMIC
IV Regular Interest Swap-IO will receive 100% of amounts received
in
respect of the Class SWAP-IO Interest.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
equal
to $445,524,056.66.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicers, the Master Servicer, the Trust Administrator, the Custodian and
the
Trustee agree as follows:
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless
otherwise specified, all calculations described herein shall be made on the
basis of a 360-day year consisting of twelve 30-day months.
“10-K
Filing Deadline”: The meaning set forth in Section
4.06(a)(iv).
“Accepted
Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage loan master servicing practices of prudent
mortgage servicing institutions that master service mortgage loans of the same
type and quality as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located, to the extent applicable to the Master Servicer
(except in its capacity as successor to either Servicer), or (y) as provided
in
Section 3A.01 hereof, but in no event below the standard set forth in
clause (x).
“Accrual
Period”: With respect to the Class A Certificates and the Mezzanine
Certificates and each Distribution Date, the period commencing on the preceding
Distribution Date (or in the case of the first such Accrual Period, commencing
on the Closing Date) and ending on the day preceding the current Distribution
Date. With respect to the Class CE Certificates and the REMIC Regular
Interests and each Distribution Date, the calendar month prior to the month
of
such Distribution Date.
“Additional
Disclosure”: The meaning set forth in Section
4.06(a)(v).
“Additional
Form 10-D Disclosure”: The meaning set forth in Section
4.06(a)(i).
“Additional
Form 10-K Disclosure”: The meaning set forth in Section
4.06(a)(iv).
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a Mortgage Rate that is subject to adjustment.
“Adjusted
Net Maximum Mortgage 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 applicable Maximum Mortgage Rate for such Mortgage Loan (or the
Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
day
of the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Master
Servicing Fee Rate, (ii) the Servicing Fee Rate and (iii) the Credit Risk
Manager Fee Rate.
“Adjusted
Net Mortgage 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 applicable Mortgage Rate for such Mortgage Loan as of the first day
of
the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Master
Servicing Fee Rate, (ii) the Servicing Fee Rate and (iii) the Credit Risk
Manager Fee Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.
“Advance”: With
respect to any Distribution Date, as to any Mortgage Loan or REO Property,
any
advance made by a Servicer in respect of Monthly Payments due during the related
Due Period pursuant to Section 4.03 or by the Master Servicer (in its capacity
as successor Servicer) or any other successor Servicer pursuant to
Section 4.03.
“Advance
Facility”: As defined in Section 3.26 hereof.
“Advancing
Person”: As defined in Section 3.26 hereof.
“Affiliate”: With
respect to any specified Person, any other Person controlling or controlled
by
or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
“Aggregate
Loss Severity Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred on any Mortgage Loans from the Cut-off Date to the
last
day of the preceding calendar month and the denominator of which is the
aggregate Stated Principal Balance of such Mortgage Loans immediately prior
to
the liquidation of such Mortgage Loans.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, (i) the sum of (a) any Realized Losses allocated to
such
Class of Certificates on such Distribution Date and (b) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date reduced by (ii) the amount
of
any Subsequent Recoveries added to the Certificate Principal Balance of such
Class of Certificates.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”: An
assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, the mortgage recordation
information which has not been required pursuant to Section 2.01 hereof or
returned by the applicable recorder’s office), which is sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located
to
reflect of record the sale of the Mortgage, which assignment, notice of transfer
or equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.
“Assignment
Agreement”: Each Assignment and Recognition Agreement, dated August
30, 2007, among the Depositor, the Seller and the related Originator, forms
of
which are attached hereto as Exhibit D, pursuant to which the Seller assigns
its
rights under the related Originator Master Agreement to the
Depositor.
“Attestation
Report”: As defined in Section 3.21.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the
excess of (i) the sum of (a) the aggregate of the related Monthly Payments
received on the Mortgage Loans by each Servicer on or prior to the related
Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, Subsequent Recoveries, proceeds from repurchases of and
substitutions for such Mortgage Loans and other unscheduled recoveries of
principal and interest in respect of the Mortgage Loans received by each
Servicer during the related Prepayment Period, (c) the aggregate of any amounts
received by each Servicer in respect of a related REO Property and withdrawn
from any REO Account and remitted to the Master Servicer for such Distribution
Date, (d) the aggregate of any amounts on deposit in the Distribution Account
representing Compensating Interest paid by each Servicer or the Master Servicer
in respect of related Prepayment Interest Shortfalls for such Distribution
Date,
(e) the aggregate of any Advances made by each Servicer for such Distribution
Date in respect of the Mortgage Loans and (f) the aggregate of any related
Advances made by the Master Servicer (in its capacity as successor servicer)
or
other successor servicer in respect of the Mortgage Loans for such Distribution
Date pursuant to Section 4.03 over (ii) the sum of (a) amounts reimbursable
or payable to each Servicer pursuant to Section 3.11(a) or to the Master
Servicer pursuant to Section 3A.21, (b) Extraordinary Trust Fund Expenses
reimbursable to the Trustee, the Servicers, the Master Servicer or the Trust
Administrator pursuant to Section 3A.12, (c) amounts in respect of the
items set forth in clauses (i)(a) through (i)(f) above deposited in the
Collection Account or the Distribution Account, as the case may be, in error,
(d) the amount of any Prepayment Charges collected by each Servicer in
connection with the full or partial prepayment of any of the Mortgage Loans,
any
Originator Prepayment Charge Payment Amount and any Servicer Prepayment Charge
Payment Amount, (e) any indemnification and reimbursement amounts owed to the
Trust Administrator, the Trustee or the Custodian payable from the Distribution
Account pursuant to Section 8.05, (f) the Credit Risk Manager Fee, (g)
without duplication, any amounts in respect of the items set forth in clauses
(i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer
or
to be withdrawn by the Master Servicer from the Distribution Account pursuant
to
Section 3A.12, (h) Servicing Fees retained by each Servicer pursuant to
Section 3.11 and (i) any Net Swap Payment or Swap Termination Payment owed
to
the Swap Provider (other than any Swap Termination Payment owed to the Swap
Provider resulting from a Swap Provider Trigger
Event). Notwithstanding any of the foregoing, with respect to any
items that are part of the Available Funds as defined above and that are
required to be remitted by each Servicer to the Master Servicer, the Available
Funds shall not be deemed to include any portion of such items that are not
actually remitted by each Servicer to the Master Servicer.
“Back-Up
Certification”: The meaning set forth in Section
4.06(a)(iv).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the
unamortized principal balance of such Mortgage Loan in a single payment at
the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized principal balance of a
Mortgage Loan in a single payment at the maturity of such Mortgage Loan that
is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificate”: The Class A Certificates and the Mezzanine Certificates for so
long as the Certificates of such Class shall be registered in the name of the
Depository or its nominee.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New Jersey, the State of
California, the State of Florida, the State of New York, or in any city in
which
the Corporate Trust Office of the Trustee or the Corporate Trust Office of
the
Trust Administrator are located, are authorized or obligated by law or executive
order to be closed.
“Certification
Parties”: The meaning set forth in Section 4.06(a)(iv).
“Certificate”:
Any one of the Mortgage Pass-Through Certificates, Series 2007-HE2, Class A-1,
Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class CE,
Class P, Class R, Class R-X or Class X issued under this Agreement.
“Certificate
Factor”: With respect to any Class of Regular Certificates as of any
Distribution Date, a fraction, expressed as a decimal carried to at least six
places, the numerator of which is the aggregate Certificate Principal Balance
(or the Notional Amount, in the case of the Class CE Certificates) of such
Class
of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses in reduction
of
the Certificate Principal Balance (or the Notional Amount, in the case of the
Class CE Certificates) of such Class of Certificates to be made on such
Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing
Date.
“Certificate
Margin”: With respect to each Class A Certificate and Mezzanine
Certificate and, for purposes of the Marker Rate, the specified REMIC II Regular
Interest, as follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1
|
II-LTA1
|
1.150
|
2.300
|
|
A-2
|
II-LTA2
|
0.700
|
1.400
|
|
A-3
|
II-LTA3
|
0.900
|
1.800
|
|
A-4
|
II-LTA4
|
1.100
|
2.200
|
|
M-1
|
II-LTM1
|
1.500
|
2.250
|
|
M-2
|
II-LTM2
|
1.750
|
2.625
|
|
M-3
|
II-LTM3
|
2.000
|
3.000
|
|
M-4
|
II-LTM4
|
2.000
|
3.000
|
|
M-5
|
II-LTM5
|
2.000
|
3.000
|
|
M-6
|
II-LTM6
|
2.000
|
3.000
|
|
M-7
|
II-LTM7
|
2.250
|
3.375
|
|
M-8
|
II-LTM8
|
2.250
|
3.375
|
|
M-9
|
II-LTM9
|
2.250
|
3.375
|
|
M-10
|
II-LTM10
|
2.250
|
3.375
|
__________
|
(1)
|
For
the Interest Accrual Period for each Distribution Date on or prior
to the
Optional Termination Date.
|
|
(2)
|
For
the Interest Accrual Period for each Distribution Date after the
Optional
Termination Date.
|
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, a Servicer
or the Master Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent has been obtained, except as otherwise
provided in Section 11.01. The Trust Administrator, the Trustee and the NIMS
Insurer may conclusively rely upon a certificate of the Depositor, a Servicer
or
the Master Servicer in determining whether a Certificate is held by an Affiliate
thereof. All references herein to “Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trust Administrator,
the
Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
the Certificate Register.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Class A Certificate, Mezzanine
Certificate or Class P Certificate as of any date of determination, the
Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 4.01, minus all distributions allocable to principal made thereon
and Realized Losses allocated thereto on such immediately prior Distribution
Date (or, in the case of any date of determination up to and including the
first
Distribution Date, the initial Certificate Principal Balance of such
Certificate, as stated on the face thereof). With respect to each Class CE
Certificate as of any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the
then
aggregate Uncertificated Balance of the REMIC II Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then
outstanding.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certifying
Person”: The meaning set forth in Section 4.06(a)(iv).
“Charged-Off
Loan”: Any second lien Mortgage Loan with respect to which a Servicer determines
that no significant recovery is possible through foreclosure proceedings or
other liquidation of the related Mortgage Property and which a Servicer elects
to charge off either at the time the related first lien mortgage loan
has been liquidated or at any time thereafter.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A
Certificates”: Any of the Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates or Class A-4 Certificates.
“Class
A-1 Certificate”: Any one of the Class A-1 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
A-2 Certificate”: Any one of the Class A-2 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
A-3 Certificate”: Any one of the Class A-3 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3 and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
A-4 Certificate”: Any one of the Class A-4 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-4 and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-15 and evidencing (i) a Regular Interest in
REMIC IV, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
Termination Payments and (iii) the right to receive the Class IO Distribution
Amount.
“Class
CE
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class CE Certificates, evidencing a Regular
Interest in REMIC III for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.08
hereof. For purposes of clarity, the Class IO Distribution Amount for
any Distribution Date shall equal the amount payable to the Trust Administrator
on such Distribution Date in excess of the amount payable on the Class SWAP-IO
Interest on such Distribution Date, all as further provided in Section 4.08
hereof.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-5 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-1 Principal Distribution Amount” With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 57.60%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans 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 excess of the aggregate Stated Principal Balance of the
Mortgage Loans 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) over $2,227,620.28.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-6 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-2 Principal Distribution Amount” With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 64.50% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans 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 excess of the aggregate Stated
Principal Balance of the Mortgage Loans 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) over
$2,227,620.28.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-7 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-3 Principal Distribution Amount” With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 68.70% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans 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 excess of the aggregate Stated Principal Balance of the
Mortgage Loans 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) over $2,227,620.28.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-8 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 72.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans 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 excess of the aggregate Stated
Principal Balance of the Mortgage Loans 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) over
$2,227,620.28.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-9 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 75.90% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans 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 excess of the aggregate Stated Principal Balance of the
Mortgage Loans 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) over $2,227,620.28.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-10 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 78.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans 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 excess of the aggregate Stated
Principal Balance of the Mortgage Loans 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) over
$2,227,620.28.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-11 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 80.60% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans 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 excess of the aggregate Stated Principal Balance of the
Mortgage Loans 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) over $2,227,620.28.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-12 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 83.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans 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 excess of the aggregate Stated
Principal Balance of the Mortgage Loans 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) over
$2,227,620.28.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-13 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 85.40% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans 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 excess of the aggregate Stated Principal Balance of the Mortgage Loans
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) over $2,227,620.28.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-14 and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates (after taking into account the
distribution of the Class M-9 Principal Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 88.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans 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 excess of the aggregate Stated
Principal Balance of the Mortgage Loans 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) over
$2,227,620.28.
“Class
P
Certificate”: Any one of the Class P Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-16 and evidencing a Regular Interest in REMIC V for purposes of
the
REMIC Provisions.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the Holders of the Class P Certificates, evidencing a
Regular Interest in REMIC III for purposes of the REMIC Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-17 and evidencing the ownership of the Class R-I Interest, the
Class R-II Interest and the Class R-III Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-18 and evidencing the ownership of the Class R-IV Interest,
the Class R-V Interest and the Class R-VI Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC
I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC
II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC
III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC
IV.
“Class
R-V Interest”: The uncertificated Residual Interest in REMIC
V.
“Class
R-VI Interest”: The uncertificated Residual Interest in REMIC
VI.
“Class
SWAP-IO Interest”: An uncertificated interest in the Trust Fund
evidencing a Regular Interest in REMIC III.
“Class
X
Certificate”: The Class X Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-19, representing the right to distributions as set forth herein.
The Class X Certificates do not represent a regular interest in any
REMIC.
“Closing
Date”: August 30, 2007.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained, or caused
to be created and maintained, by each Servicer pursuant to Section 3.10(a),
which, with respect to the Collection Account created and maintained by HomEq,
shall be entitled “HomEq Servicing, as a Servicer for U.S. Bank National
Association, as Trustee, in trust for the registered holders of MASTR Asset
Backed Securities Trust 2007-HE2, Mortgage Pass-Through Certificates” and with
respect to the Collection Account created and maintained by Option One Mortgage
Corporation, shall be entitled “Option One Mortgage Corporation, as a Servicer
for U.S. Bank National Association, as Trustee, in trust for the registered
holders of MASTR Asset Backed Securities Trust 2007-HE2, Mortgage Pass-Through
Certificates.” Each Collection Account must be an Eligible
Account
“Commission”: The
U.S. Securities and Exchange Commission.
“Compensating
Interest”: With respect to each Servicer and any Principal Prepayment, the
amount in respect of Prepayment Interest Shortfalls required to be paid by
the
related Servicer pursuant to Section 3.24 from its own funds without right
of
reimbursement and with respect to the Master Servicer, the amount in respect
of
Prepayment Interest Shortfalls required to be paid by the Master Servicer
pursuant to Section 3A.10 from its own funds without right of reimbursement
except as provided in Section 3A.10, in each case, up to the aggregate
compensation payable to the related Servicer or the Master Servicer, as
applicable, for the related collection period under this Agreement.
“Compensating
Interest Payment”: As defined in Section 3.24.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Trust
Administrator, as the case may be, 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 (i) with
respect to the Trustee, U.S. Bank National Association, 00 Xxxxxxxxxx Xxxxxx,
XX-XX-XX0X, Xx. Xxxx, Xxxxxxxxx 00000, Attention: Structured Finance/MASTR
2007-HE2, or at such other address as the Trustee may designate from time to
time by notice to the Certificateholders, the Depositor, the Servicers, the
Master Servicer, the Originators, and the Trust Administrator, or (ii) with
respect to the Trust Administrator, (A) for Certificate transfer and surrender
purposes, Xxxxx Fargo Bank, N.A., Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—MASTR 2007-HE2
and (B) for all other purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx
Xxxx,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager—MASTR 2007-HE2, or in each
case at such other address as the Trust Administrator may designate from time
to
time by notice to the Certificateholders, the Depositor, the Servicers, the
Master Servicer, the Originators and the Trustee.
“Corresponding
Certificate”: With respect to each REMIC II Regular Interest set
forth below, the corresponding Regular Certificate set forth in the table
below:
|
REMIC
II Regular Interest
|
Regular Certificate
|
|
II-LTA1
|
Class
A-1
|
|
II-LTA2
|
Class
A-2
|
|
II-LTA3
|
Class
A-3
|
|
II-LTA4
|
Class
A-4
|
|
II-LTM1
|
Class
M-1
|
|
II-LTM2
|
Class
M-2
|
|
II-LTM3
|
Class
M-3
|
|
II-LTM4
|
Class
M-4
|
|
II-LTM5
|
Class
M-5
|
|
II-LTM6
|
Class
M-6
|
|
II-LTM7
|
Class
M-7
|
|
II-LTM8
|
Class
M-8
|
|
II-LTM9
|
Class
M-9
|
|
II-LTM10
|
Class
M-10
|
|
II-LTP
|
Class
P
|
“Credit
Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the aggregate Certificate Principal
Balance of the Mezzanine Certificates and the Class CE Certificates, and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans, calculated prior to taking into account distributions of principal on
the
Mortgage Loans and distribution of the Group I Principal Distribution Amount
and
the Group II Principal Distribution Amount to the Certificates then entitled
to
distributions of principal on such Distribution Date.
“Credit
Risk Management Agreement”: The respective agreements between the Credit Risk
Manager and each Servicer and/or Master Servicer regarding the loss mitigation
and advisory services to be provided by the Credit Risk Manager.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., a Colorado
corporation, and its successors and assigns.
“Credit
Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
Distribution Date as compensation for all services rendered by it in the
exercise and performance of any of the powers and duties of the Credit Risk
Manager under the respective Credit Risk Management Agreement and any other
agreement pursuant to which the Credit Risk Manager is to perform any duties
with respect to the related Mortgage Loans, which amount shall equal one twelfth
of the product of (i) the Credit Risk Manager Fee Rate (without regard to the
words “per annum”) and (ii) the aggregate Stated Principal Balance of the
related Mortgage Loans and any related REO Properties as of the first day of
the
related Due Period.
“Credit
Risk Manager Fee Rate”: 0.0125%
per annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the sum of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Custodian”:
The entity acting as custodian
of
the Mortgage Files on behalf of and for the benefit of the Trustee, which as
of
the Closing Date shall be Xxxxx Fargo.
“Cut-off
Date”: With respect to each Original Mortgage Loan, August 1,
2007. With respect to all Qualified Substitute Mortgage Loans, their
respective dates of substitution. References herein to the “Cut-off Date,” when
used with respect to more than one Mortgage Loan, shall be to the respective
Cut-off Dates for such Mortgage Loans.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the
unpaid Stated Principal Balance thereof as of the Cut-off Date of such Mortgage
Loan (or as of the applicable date of substitution with respect to a Qualified
Substitute Mortgage Loan), after giving effect to scheduled payments due on
or
before the Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: With respect to any Distribution Date, the percentage
equivalent to a fraction, the numerator of which is the aggregate Stated
Principal Balance of all Mortgage Loans that, as of the close of business on
the
last day of the previous calendar month, are 60 or more days Delinquent
(including Mortgage Loans in foreclosure, have been converted to REO Properties
or are in bankruptcy), taking into account any prepayments received through
the
end of the related Prepayment Period, and the denominator of which is the
aggregate Principal Balance of all Mortgage Loans as of the close of business
on
the last day of such month, taking into account any prepayments received through
the end of the related Prepayment Period.
“Delinquent”:
A Mortgage Loan is
Delinquent if any Monthly Payment due on a Due Date is not made by the close
of
business on the next scheduled Due Date for such Mortgage Loan (as determined
and reported based on the “OTS” methodology for determining delinquencies on
mortgage loans similar to the Mortgage Loans and not including any Liquidated
Mortgage Loans).
“Depositor”:
Mortgage Asset Securitization Transactions, Inc., a Delaware corporation, or
its
successor in interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. 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 and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th day of
the
calendar month in which such Distribution Date occurs or, if such 15th day is
not a
Business Day, the Business Day immediately preceding such 15th day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicers or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicers or the Master
Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO
Property.
“Discount
Factor”: With
respect to each Distribution Date, the product of each Projected Zero Factor
for
each preceding Distribution Date, including such Distribution Date, with the
Projected Zero Factor for the Significance Percentage Calculation Date equal
to
1.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the
Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable
income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and
(vi) any other Person so designated by the Trustee or the Trust Administrator
based upon an Opinion of Counsel that the holding of an Ownership Interest
in a
Residual Certificate by such Person may cause any Trust REMIC or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest
in
a Residual Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3A.11 which shall be entitled “Xxxxx
Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders
of
MASTR Asset Backed Securities Trust 2007-HE2, Mortgage Pass-Through
Certificates, Series 2007-HE2—Distribution Account.” The Distribution
Account must be an Eligible Account.
“Distribution
Date”: The 25th
day of any month, or if such 25th day is
not a
Business Day, the Business Day immediately following such 25th day, commencing
in
September 2007.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is generally the day of
the
month on which the Monthly Payment is due on a Mortgage Loan, exclusive of
any
days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month immediately preceding the month in which such
Distribution Date occurs and ending on the related Due Date.
“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 P-1
by
Xxxxx’x or A-1+ by S&P (or comparable ratings if Xxxxx’x and S&P are not
the Rating Agencies) at the time any amounts are held on deposit therein, (ii)
[reserved], (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 the NIMS Insurer and to each Rating Agency
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trust
Administrator, the Trustee and the NIMS Insurer. Eligible Accounts
may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, 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 distribution on such
Distribution Date over (ii) the Overcollateralization Target Amount for such
Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder.
“Extra
Principal Distribution Amount”: With respect to any Distribution
Date, the lesser of (x) the sum of (i) Monthly Interest Distributable Amount
payable on the Class CE Certificates on such Distribution Date as reduced by
Realized Losses allocated thereto with respect to such Distribution Date
pursuant to Section 4.04 and (ii) any amounts received under the Interest Rate
Swap Agreement or the Interest Rate Cap Agreement for this purpose and (y)
the
Overcollateralization Deficiency Amount for such Distribution Date.
“Extraordinary
Trust Fund Expense”: Any amounts reimbursable to the Master Servicer pursuant to
Section 3A.03 or Section 6.03, to the Trustee pursuant to Section 3.06
or Section 7.02, to each Servicer, the Trustee or the Trust Administrator,
or
any director, officer, employee or agent of the Trustee or the Trust
Administrator from the Trust Fund pursuant to Section 6.03,
Section 8.05 or Section 10.01(c) and any amounts payable from the
Distribution Account in respect of taxes pursuant to
Section 10.01(g)(iii).
“Xxxxxx
Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased or repurchased
by
an Originator, the Seller, the Depositor, a Servicer or the NIMS Insurer
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
9.01), a determination made by the related Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the related
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. Each Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
“Fixed-Rate
Mortgage Loans”: Each of the Mortgage Loans identified in the
Mortgage Loan Schedule whose Mortgage Rates remain fixed for the life of the
Mortgage Loan.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) one-month LIBOR (as determined pursuant to the Interest
Rate
Swap Agreement for such Distribution Date), (ii) the related Base Calculation
Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv)
a
fraction, the numerator of which is the actual number of days elapsed from
and
including the previous Distribution Date to but excluding the current
Distribution Date (or, for the first Distribution Date, the actual number of
days elapsed from the Closing Date to but excluding the first Distribution
Date), and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.06(a)(iii).
“Formula
Rate”: For any Distribution Date and the Class A Certificates and the
Mezzanine Certificates, the lesser of (i) One-Month LIBOR plus the related
Certificate Margin and (ii) the Maximum Cap Rate.
“Freddie
Mac”: Freddie Mac, formerly known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Group
I
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Group I Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
the Principal Remittance Amount for such Distribution Date.
“Group
I
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group I Principal Remittance Amount for such Distribution
Date
over (ii)(a) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by (b) the Group I Allocation
Percentage.
“Group
I
Certificates”: The Class A-1 Certificates.
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group I Mortgage Loans.
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
Balance that conforms to Freddie Mac loan limits.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Funds for such Distribution Date equal to the sum
of
(i) the Group I Basic Principal Distribution Amount for such Distribution Date
and (ii)(a) the Extra Principal Distribution Amount for such Distribution Date
multiplied by (b) the Group I Allocation Percentage.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of the Available Funds for such Distribution Date equal to the sum
of
(i) each scheduled payment of principal collected or advanced on the Group
I
Mortgage Loans by the Servicers that was due during the related Due Period,
(ii)
the principal portion of all partial and full Principal Prepayments of the
Group
I Mortgage Loans applied by the Servicers during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries received during such Prepayment Period with
respect to the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group I Mortgage Loan, deposited
in
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustment Amounts deposited in the Collection
Account during such Prepayment Period with respect to the Group I Mortgage
Loans
and (vi) on the Distribution Date on which the Trust Fund is to be terminated
pursuant to Section 9.01, that portion of the Termination Price, in respect
of
principal on the Group I Mortgage Loans.
“Group
I
Senior Principal Distribution Amount”: The excess of (x) the aggregate
Certificate Principal Balance of the Group I Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 50.10%
and
(ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans 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 excess of the aggregate Stated Principal
Balance of the Group I Mortgage Loans 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)
over $1,581,709.33.
“Group
II
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Group II Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
the Principal Remittance Amount for such Distribution Date.
“Group
II
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group II Principal Remittance Amount for such Distribution
Date over (ii)(a) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by (b) the Group II Allocation
Percentage.
“Group
II
Certificates”: The Class A-2 Certificates, the Class A-3 Certificates and the
Class A-4 Certificates.
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date attributable to interest
received or advanced with respect to the Group II Mortgage Loans.
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
Principal Balance that may or may not conform to Freddie Mac loan
limits.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Funds for such Distribution Date equal to the sum
of
(i) the Group II Basic Principal Distribution Amount for such Distribution
Date
and (ii)(a) the Extra Principal Distribution Amount for such Distribution Date
multiplied by (b) the Group II Allocation Percentage.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of the Available Funds for such Distribution Date equal to the sum
of
(i) each scheduled payment of principal collected or advanced on the Group
II
Mortgage Loans by the Servicers that was due during the related Due Period,
(ii)
the principal portion of all partial and full principal prepayments of the
Group
II Mortgage Loans applied by the Servicers during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries received during such Prepayment Period with
respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group II Mortgage Loan, deposited
in
the Collection Account during such Prepayment Period, (v) the principal portion
of any related Substitution Adjustment Amounts deposited in the Collection
Account during such Prepayment Period with respect to the Group II Mortgage
Loans and (vi) on the Distribution Date on which the Trust Fund is to be
terminated pursuant to Section 9.01, that portion of the Termination Price,
in
respect of principal on the Group II Mortgage Loans.
“Group
II
Senior Principal Distribution Amount”: The excess of (x) the
aggregate Certificate Principal Balance of the Group II Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
50.10% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage
Loans 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 excess of the aggregate Stated
Principal Balance of the Group II Mortgage Loans 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) over $645,910.96.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero, with
the highest priority for payments pursuant to Section 4.01, in the
following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.
“HomEq”:
Barclays Capital Real Estate Inc. d/b/a HomEq Servicing.
“HomEq
Mortgage Loans”: The Mortgage Loans serviced by HomEq.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE
Certificates, the Class P Certificates, the Class R Certificates and/or the
Class R-X 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.
“Independent
Contractor”: Either (i) any Person (other than a Servicer or the Master
Servicer) that would be an “independent contractor” with respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if REMIC I were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as REMIC I does
not receive or derive any income from such Person and provided that the
relationship between such Person and REMIC I is at arm’s length, all within the
meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including either Servicer and the Master Servicer) if the Trust
Administrator has received an Opinion of Counsel for the benefit of the Trustee
and the Trust Administrator to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of the Code), or cause any income realized in respect of such REO Property
to
fail to qualify as Rents from Real Property.
“Index”: With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index specified in the related Mortgage Note.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance
policy, covering a Mortgage Loan to the extent such proceeds are not to be
applied to the restoration of the related Mortgaged Property or released to
the
Mortgagor in accordance with the procedures that the related Servicer would
follow in servicing mortgage loans held for its own account, subject to the
terms and conditions of the related Mortgage Note and Mortgage.
“Interest
Determination Date”: With respect to the Class A Certificates, the Mezzanine
Certificates, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4,
REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
II
Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9
and REMIC II Regular Interest II-LTM10 and any Accrual Period therefor, the
second London Business Day preceding the commencement of such Accrual
Period.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated as of August 30,
2007, between the Swap Provider and the Supplemental Interest Trust Trustee,
including any schedule, confirmations, credit support annex and/or other credit
support documents relating thereto, and attached hereto as Exhibit
M.
“Interest
Remittance Amount”: The sum of the Group I Interest Remittance Amount
and the Group II Interest Remittance Amount.
“Late
Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
received by the related Servicer subsequent to the Determination Date
immediately following such Due Period, whether as late payments of Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage and Mortgage
Note) but delinquent for such Due Period and not previously
recovered.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the related Servicer has determined, in its reasonable judgment, as of
the
end of the related Prepayment Period, that all Liquidation Proceeds which it
expects to recover with respect to the liquidation of the Mortgage Loan or
disposition of the related REO Property have been recovered.
“Liquidation
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 REMIC I by
reason of its being purchased, repurchased or replaced pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01. With respect
to
any REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from REMIC I by reason of its being purchased pursuant to Section
9.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the related Servicer
in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or
otherwise, or (iii) the purchase, repurchase or substitution of a Mortgage
Loan
or an REO Property pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Loan
Group”: Any of Loan Group I or Loan Group II, as the context
requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“London
Business Day”: Any day on which banks in the City of London and the City of New
York are open and conducting transactions in United States dollars.
“Loss
Severity Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the amount of Realized
Losses incurred on a Mortgage Loan and the denominator of which is the principal
balance of such Mortgage Loan immediately prior to the liquidation of such
Mortgage Loan.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution
Date, a per annum rate equal to two (2) times the weighted average of the REMIC
II Remittance Rate for each of REMIC II Regular Interests II-LTA1, II-LTA2,
II-LTA3, II-LTA4, II-LTM1, II-LTM2, II-LTM3, II-LTM4, II-LTM5, II-LTM6, II-LTM7,
II-LTM8, II-LTM9, II-LTM10 and II-LTZZ, with the rate on each such REMIC II
Regular Interest (other than REMIC II Regular Interest II-LTZZ) subject to
a cap
equal to the lesser of (a) One-Month LIBOR plus the related Certificate Margin
and (b) the Net WAC Rate for the purpose of this calculation and with the rate
on REMIC II Regular Interest II-LTZZ subject to a cap of zero for the purpose
of
this calculation; provided, however, that solely for this purpose, calculations
of the REMIC II Remittance Rate and the related caps with respect to such REMIC
II Regular Interests (other than REMIC II Regular Interest II-LTZZ) shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Accrual Period and the denominator of which is
30.
“Master
Servicer”: As of the Closing Date, Wells Fargo and thereafter, its
respective successors in interest who meet the qualifications of the Master
Servicer under this Agreement or any successor appointed
hereunder. The Master Servicer and the Trust Administrator shall at
all times be the same Person.
“Master
Servicer Event of Default”: One or more of the events described in
Section 7.01(b).
“Master
Servicing Compensation”: The meaning specified in
Section 3A.09.
“Master
Servicing Fee”: With respect to each Mortgage Loan, the amount of the annual fee
paid to the Master Servicer, which shall, for each period of one full month,
be
equal to one-twelfth of the product of (a) the Master Servicing Fee Rate
(without regard to the words “per annum”) and (b) the Stated Principal Balance
of such Mortgage Loan as of the first day of the related Due
Period. Such fee shall be payable monthly, computed on the basis of
the same principal amount and period respecting which any related interest
payment on a Mortgage Loan is received.
“Master
Servicing Fee Rate”: With respect to each Mortgage Loan, the rate of 0.0100% per
annum.
“Master
Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket
costs and expenses incurred by the Trustee in connection with the transfer
of
master servicing from a predecessor master servicer, including, without
limitation, any reasonable costs or expenses associated with the complete
transfer of all servicing data and master servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to master service the Mortgage Loans properly
and effectively.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Group I
Certificates, a per annum rate equal to the sum of (i) the product of (x) the
weighted average of the Adjusted Net Maximum Mortgage Rates of the Group I
Mortgage Loans, weighted based on their outstanding Stated Principal Balances
as
of the first day of the calendar month preceding the month in which the
Distribution Date occurs and (y) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days elapsed in the related
Accrual Period and (ii) an amount, expressed as a percentage, equal to a
fraction, the numerator of which is equal to the Net Swap Payment made by the
Swap Provider and the denominator of which is equal to the aggregate Stated
Principal Balance of the Mortgage Loans, multiplied by 12, minus (a) an amount,
expressed as a percentage, equal to the product of (i) the Net Swap Payment,
if
any, paid by the Trust for such Distribution Date divided by the aggregate
Stated Principal Balance of the Mortgage Loans and (ii) 12 and (b) an amount,
expressed as a percentage, equal to the product of (i) the Swap Termination
Payment, if any, due from the Trust (other than any Swap Termination Payment
resulting from a Swap Provider Trigger Event) for such Distribution Date,
divided by the aggregate Stated Principal Balance of the Mortgage Loans and
(ii)
12.
For
any
Distribution Date with respect to the Group II Certificates, a per annum rate
equal to the sum of (i) the product of (x) the weighted average of the Adjusted
Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted based on
their outstanding Stated Principal Balances as of the first day of the calendar
month preceding the month in which the Distribution Date occurs and (y) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period and (ii) an amount,
expressed as a percentage, equal to a fraction, the numerator of which is equal
to the Net Swap Payment made by the Swap Provider and the denominator of which
is equal to the aggregate Stated Principal Balance of the Mortgage Loans,
multiplied by 12, minus (a) an amount, expressed as a percentage, equal to
the
product of (i) the Net Swap Payment, if any, paid by the Trust for such
Distribution Date divided by the aggregate Stated Principal Balance of the
Mortgage Loans and (ii) 12 and (b) an amount, expressed as a percentage, equal
to the product of (i) the Swap Termination Payment, if any, due from the Trust
(other than any Swap Termination Payment resulting from a Swap Provider Trigger
Event) for such Distribution Date, divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (ii) 12.
For
any
Distribution Date with respect to the Mezzanine Certificates, a per annum rate
equal to the weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of the applicable Loan
Group, the current Certificate Principal Balance of the related Class A
Certificates) of the Maximum Cap Rate for the Group I Certificates and the
Maximum Cap Rate for the Group II Certificates.
“Maximum
II-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance
Rate applicable to REMIC II Regular Interest II-LTZZ for such Distribution
Date
on a balance equal to the Uncertificated Balance of REMIC II Regular Interest
II-LTZZ minus the REMIC II Overcollateralization Amount, in each case for such
Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular
Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest
II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest II-LTM10 for such Distribution Date, with the rate on each such REMIC
II Regular Interest subject to a cap equal to the lesser of (a) One-Month
LIBOR plus the related Certificate Margin and (b) the Net WAC Rate; provided,
however, each cap shall be multiplied by a fraction, the numerator of which
is
the actual number of days elapsed in the related Accrual Period and the
denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage 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®
System”: The system of recording transfers of Mortgages
electronically maintained by MERS.
“Mezzanine
Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9 Certificate
or Class M-10 Certificate.
“MIN”: The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM
Loan”: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
“Monthly
Interest Distributable Amount”: With respect to the Class A Certificates, the
Mezzanine Certificates and the Class CE Certificates and any Distribution Date,
the amount of interest accrued during the related Accrual Period at the related
Pass-Through Rate on the Certificate Principal Balance (or Notional Amount
in
the case of the Class CE Certificates) of such Class immediately prior to such
Distribution Date, calculated on an actual/360 basis, reduced (to not less
than
zero) by any Prepayment Interest Shortfalls (to the extent not covered by
payments made by the related Servicer or the Master Servicer) and Relief Act
Interest Shortfalls (allocated to each such Certificate based on its respective
entitlements to interest irrespective of any Prepayment Interest Shortfalls
and
Relief Act Interest Shortfalls for such Distribution Date).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly
payment of principal and interest on such Mortgage Loan which is payable by
the
related Mortgagor from time to time under the related Mortgage Note, determined:
(a) after giving effect to (i) any Deficient Valuation and/or Debt Service
Reduction with respect to such Mortgage Loan and (ii) any 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
related Servicer pursuant to Section 3.07 and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when
due.
“Monthly
Statement”: The statement prepared by the Trust Administrator pursuant to
Section 4.02.
“Moody’s”:
Xxxxx’x Investors Service, Inc. or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first or second priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to be added
to
the Mortgage File pursuant to this Agreement.
“Mortgage
Loan”: Any Adjustable-Rate Mortgage Loan or Fixed-Rate Mortgage Loan transferred
and assigned to the Trustee and delivered to the Trustee pursuant to Section
2.01 or Section 2.03(b) of this Agreement as held from time to time as a part
of
the Trust, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
on such date, attached hereto as Schedule 1. The Mortgage Loan
Schedule shall set forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(ii) [reserved];
(iii) the
state
and zip code of the Mortgaged Property;
(iv) a
code
indicating whether the Mortgaged Property was represented by the borrower,
at
the time of origination, as being owner-occupied;
(v) the
type
of Residential Dwelling constituting the Mortgaged Property;
(vi) the
original months to maturity;