FINANCIAL ASSET SECURITIES CORP., Depositor OCWEN LOAN SERVICING, LLC., Servicer WELLS FARGO BANK, N.A., Master Servicer and Trust Administrator DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1, 2007...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
OCWEN
LOAN SERVICING, LLC.,
Servicer
XXXXX
FARGO BANK, N.A.,
Master
Servicer and Trust Administrator
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of February 1, 2007
___________________________
Asset-Backed
Certificates, Series 2007-1
Table
of Contents
|
ARTICLE
I
DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Accounting.
|
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.04
|
Rights
of the NIMS Insurer.
|
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
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 Ocwen and the Master
Servicer.
|
|
SECTION
2.06
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07
|
Issuance
of Certificates.
|
|
SECTION
2.08
|
Authorization
to Enter into Basis Risk Cap Agreement, Interest Rate Cap Agreement
and
Interest Rate Swap Agreement.
|
|
SECTION
2.09
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3,
REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates.
|
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Ocwen
to Act as a Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between Ocwen and Sub-Servicers;
Subcontractors.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of Ocwen.
|
|
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;
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 Ocwen in Respect of Prepayment Interest Shortfalls.
|
|
SECTION
3.25
|
Obligations
of Ocwen in Respect of Monthly Payments.
|
|
SECTION
3.26
|
[Reserved].
|
|
SECTION
3.27
|
[Reserved].
|
|
SECTION
3.28
|
Late
Remittance.
|
|
SECTION
3.29
|
Advance
Facility.
|
|
SECTION
3.30
|
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 Servicers.
|
|
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.
|
|
ARTICLE
IV
FLOW
OF FUNDS
|
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
[Reserved].
|
|
SECTION
4.03
|
Statements.
|
|
SECTION
4.04
|
Remittance
Reports; Advances.
|
|
SECTION
4.05
|
Commission
Reporting.
|
|
SECTION
4.06
|
[Reserved].
|
|
SECTION
4.07
|
[Reserved].
|
|
SECTION
4.08
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.09
|
Allocation
of Realized Losses.
|
|
SECTION
4.10
|
Swap
Account.
|
|
SECTION
4.11
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
SECTION
4.12
|
Cap
Account.
|
|
SECTION
4.13
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.14
|
Collateral
Accounts
|
|
SECTION
4.15
|
Rights
and Obligations Under the Basis Risk Cap Agreement, the Interest
Rate Cap
Agreement and 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
|
Appointment
of Paying Agent.
|
|
ARTICLE
VI
THE
MASTER SERVICER, OCWEN aND THE DEPOSITOR
|
|
|
SECTION
6.01
|
Liability
of the Master Servicer, Ocwen and the Depositor.
|
|
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of Ocwen, the
Master
Servicer or the Depositor.
|
|
SECTION
6.03
|
Limitation
on Liability of Ocwen, the Master Servicer and Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of Ocwen; Assignment of Master
Servicing.
|
|
SECTION
6.05
|
Successor
Master Servicer.
|
|
SECTION
6.06
|
Delegation
of Duties.
|
|
SECTION
6.07
|
[Reserved].
|
|
SECTION
6.08
|
Inspection.
|
|
SECTION
6.09
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.10
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.11
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII
DEFAULT
|
|
|
SECTION
7.01
|
Master
Servicer Events of Termination and 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
|
Waiver
of Defaults.
|
|
SECTION
7.05
|
Notification
to Certificateholders.
|
|
SECTION
7.06
|
Survivability
of Servicer and Master Servicer Liabilities.
|
|
ARTICLE
VIII
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
|
Trustee
and Trust Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
SECTION
8.04
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05
|
Trust
Administrator and Trustee Compensation and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07
|
Resignation
or Removal of Trustee or Trust Administrator.
|
|
SECTION
8.08
|
Successor
Trustee.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
Limitation
of Liability.
|
|
SECTION
8.12
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13
|
Suits
for Enforcement.
|
|
SECTION
8.14
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
|
SECTION
8.16
|
Appointment
of the Custodians.
|
|
ARTICLE
IX
REMIC
ADMINISTRATION
|
|
|
SECTION
9.01
|
REMIC
Administration.
|
|
SECTION
9.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
|
ARTICLE
X
TERMINATION
|
|
|
SECTION
10.01
|
Termination.
|
|
SECTION
10.02
|
Additional
Termination Requirements.
|
|
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; Jurisdiction.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Article
and Section References.
|
|
SECTION
11.08
|
Notice
to the Rating Agencies.
|
|
SECTION
11.09
|
Further
Assurances.
|
|
SECTION
11.10
|
Benefits
of Agreement.
|
|
SECTION
11.11
|
Acts
of Certificateholders.
|
|
SECTION
11.12
|
Intention
of the Parties and Interpretation.
|
|
Exhibits:
|
|
|
Exhibit
A-1
|
Form
of Class I-A-1 Certificates
|
|
Exhibit
A-2
|
Form
of Class II-A-1 Certificates
|
|
Exhibit
A-3
|
Form
of Class II-A-2 Certificates
|
|
Exhibit
A-4
|
Form
of Class II-A-3 Certificates
|
|
Exhibit
A-5
|
Form
of Class II-A-4 Certificates
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-10
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-12
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-8A Certificates
|
|
Exhibit
A-14
|
Form
of Class M-8B Certificates
|
|
Exhibit
A-15
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-16
|
Form
of Class M-10 Certificates
|
|
Exhibit
A-17
|
Form
of Class C Certificates
|
|
Exhibit
A-18
|
Form
of Class P Certificates
|
|
Exhibit
A-19
|
Form
of Class R Certificates
|
|
Exhibit
A-20
|
Form
of Class R-X Certificates
|
|
Exhibit
A-21
|
Form
of Class X Certificates
|
|
Exhibit
A-22
|
Form
of Class FL Certificates
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C-1
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
C-2
|
Form
of Assignment and Recognition Agreement
|
|
Exhibit
C-3
|
Form
of Omnibus Assignment Agreement
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
Form
of Cap Allocation Agreement
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of Limited Power of Attorney
|
|
Exhibit
J
|
Form
of Investment Letter
|
|
Exhibit
K
|
Form
of Transfer Affidavit for Residual Certificates
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
Form
of ERISA Representation Letter
|
|
Exhibit
N-1
|
Form
of Certification to be Provided by the Master Servicer with Form
10-K
|
|
Exhibit
N-2
|
Form
of Certification to be Provided to the Master Servicer by the
Trustee
|
|
Exhibit
N-3
|
Form
of Certification to be Provided to the Master Servicer by
Ocwen
|
|
Exhibit
O
|
Form
of Interest Rate Cap Agreement
|
|
Exhibit
P
|
Additional
Disclosure Notification
|
|
Exhibit
Q
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
R-1
|
Form
of Delinquency Report
|
|
Exhibit
R-2
|
Form
of Monthly Remittance Report
|
|
Exhibit
R-3
|
Form
of Realized Loss Report
|
|
Exhibit
S
|
Servicing
Criteria
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
U
|
Form
of Basis Risk Cap Agreement
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement is dated as of February 1, 2007 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), OCWEN LOAN SERVICING, LLC, as servicer (the “Servicer”), XXXXX
FARGO BANK, N.A., as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”) and DEUTSCHE BANK NATIONAL TRUST COMPANY,
as trustee (the “Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of twenty-two classes
of
certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class
II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) the Class II-A-3
Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1
Certificates, (vii) the Class M-2 Certificates, (viii) the Class M-3
Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates,
(xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii)
the
Class
M-8A Certificates,
(xiv)
the Class M-8B Certificates, (xv) the Class M-9 Certificates, (xvi) the Class
M-10 Certificates, (xvii) the Class C Certificates, (xviii) the Class P
Certificates, (xix) the Class R Certificates, (xx) the Class R-X Certificates
and (xxi) the Class X Certificates, (xxi) the Class X Certificates, (xxii)
the
Class FL Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, the
Basis Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Account,
the
Cap Allocation Agreement, any Servicer Prepayment Charge Payment Amounts, the
Swap Account, the Supplemental Interest Trust and the Interest Rate Swap
Agreement) as a REMIC for federal income tax purposes, and such segregated
pool
of assets shall be designated as “REMIC 1.” The Class R-1 Interest shall
represent the sole class of “residual interests” in REMIC 1 for purposes of the
REMIC Provisions (as defined herein). The following table irrevocably sets
forth
the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC
1
Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
I
|
Variable
(2)
|
$
124,386,234.94
|
March
2037
|
||||
|
I-1-A
|
Variable
(2)
|
$
8,486,160.00
|
March
2037
|
||||
|
I-1-B
|
Variable
(2)
|
$
8,486,160.00
|
March
2037
|
||||
|
I-2-A
|
Variable
(2)
|
$
8,492,515.00
|
March
2037
|
||||
|
I-2-B
|
Variable
(2)
|
$
8,492,515.00
|
March
2037
|
||||
|
I-3-A
|
Variable
(2)
|
$
8,353,457.50
|
March
2037
|
||||
|
I-3-B
|
Variable
(2)
|
$
8,353,457.50
|
March
2037
|
||||
|
I-4-A
|
Variable
(2)
|
$
7,902,145.00
|
March
2037
|
||||
|
I-4-B
|
Variable
(2)
|
$
7,902,145.00
|
March
2037
|
||||
|
I-5-A
|
Variable
(2)
|
$
8,594,595.00
|
March
2037
|
||||
|
I-5-B
|
Variable
(2)
|
$
8,594,595.00
|
March
2037
|
||||
|
I-6-A
|
Variable
(2)
|
$
9,204,900.00
|
March
2037
|
||||
|
I-6-B
|
Variable
(2)
|
$
9,204,900.00
|
March
2037
|
||||
|
I-7-A
|
Variable
(2)
|
$
9,132,952.50
|
March
2037
|
||||
|
I-7-B
|
Variable
(2)
|
$
9,132,952.50
|
March
2037
|
||||
|
I-8-A
|
Variable
(2)
|
$
8,771,128.75
|
March
2037
|
||||
|
I-8-B
|
Variable
(2)
|
$
8,771,128.75
|
March
2037
|
||||
|
I-9-A
|
Variable
(2)
|
$
7,382,617.50
|
March
2037
|
||||
|
I-9-B
|
Variable
(2)
|
$
7,382,617.50
|
March
2037
|
||||
|
I-10-A
|
Variable
(2)
|
$
6,668,737.50
|
March
2037
|
||||
|
I-10-B
|
Variable
(2)
|
$
6,668,737.50
|
March
2037
|
||||
|
I-11-A
|
Variable
(2)
|
$
6,032,302.50
|
March
2037
|
||||
|
I-11-B
|
Variable
(2)
|
$
6,032,302.50
|
March
2037
|
||||
|
I-12-A
|
Variable
(2)
|
$
6,189,516.25
|
March
2037
|
||||
|
I-12-B
|
Variable
(2)
|
$
6,189,516.25
|
March
2037
|
||||
|
I-13-A
|
Variable
(2)
|
$
28,924,417.50
|
March
2037
|
||||
|
I-13-B
|
Variable
(2)
|
$
28,924,417.50
|
March
2037
|
||||
|
I-14-A
|
Variable
(2)
|
$
27,157,228.75
|
March
2037
|
||||
|
I-14-B
|
Variable
(2)
|
$
27,157,228.75
|
March
2037
|
||||
|
I-15-A
|
Variable
(2)
|
$
4,276,727.50
|
March
2037
|
||||
|
I-15-B
|
Variable
(2)
|
$
4,276,727.50
|
March
2037
|
||||
|
I-16-A
|
Variable
(2)
|
$
4,087,601.25
|
March
2037
|
||||
|
I-16-B
|
Variable
(2)
|
$
4,087,601.25
|
March
2037
|
||||
|
I-17-A
|
Variable
(2)
|
$
7,221,091.25
|
March
2037
|
||||
|
I-17-B
|
Variable
(2)
|
$
7,221,091.25
|
March
2037
|
||||
|
I-18-A
|
Variable
(2)
|
$
6,938,052.50
|
March
2037
|
||||
|
I-18-B
|
Variable
(2)
|
$
6,938,052.50
|
March
2037
|
||||
|
I-19-A
|
Variable
(2)
|
$
3,800,918.75
|
March
2037
|
||||
|
I-19-B
|
Variable
(2)
|
$
3,800,918.75
|
March
2037
|
||||
|
I-20-A
|
Variable
(2)
|
$
2,525,243.75
|
March
2037
|
||||
|
I-20-B
|
Variable
(2)
|
$
2,525,243.75
|
March
2037
|
||||
|
I-21-A
|
Variable
(2)
|
$
2,288,115.00
|
March
2037
|
||||
|
I-21-B
|
Variable
(2)
|
$
2,288,115.00
|
March
2037
|
||||
|
I-22-A
|
Variable
(2)
|
$
2,234,573.75
|
March
2037
|
||||
|
I-22-B
|
Variable
(2)
|
$
2,234,573.75
|
March
2037
|
||||
|
I-23-A
|
Variable
(2)
|
$
2,145,568.75
|
March
2037
|
||||
|
I-23-B
|
Variable
(2)
|
$
2,145,568.75
|
March
2037
|
||||
|
I-24-A
|
Variable
(2)
|
$
2,108,407.50
|
March
2037
|
||||
|
I-24-B
|
Variable
(2)
|
$
2,108,407.50
|
March
2037
|
||||
|
I-25-A
|
Variable
(2)
|
$
3,591,075.00
|
March
2037
|
||||
|
I-25-B
|
Variable
(2)
|
$
3,591,075.00
|
March
2037
|
||||
|
I-26-A
|
Variable
(2)
|
$
3,417,387.50
|
March
2037
|
||||
|
I-26-B
|
Variable
(2)
|
$
3,417,387.50
|
March
2037
|
||||
|
I-27-A
|
Variable
(2)
|
$
1,786,016.25
|
March
2037
|
||||
|
I-27-B
|
Variable
(2)
|
$
1,786,016.25
|
March
2037
|
||||
|
I-28-A
|
Variable
(2)
|
$
1,672,731.25
|
March
2037
|
||||
|
I-28-B
|
Variable
(2)
|
$
1,672,731.25
|
March
2037
|
||||
|
I-29-A
|
Variable
(2)
|
$
1,620,861.25
|
March
2037
|
||||
|
I-29-B
|
Variable
(2)
|
$
1,620,861.25
|
March
2037
|
||||
|
I-30-A
|
Variable
(2)
|
$
1,570,657.50
|
March
2037
|
||||
|
I-30-B
|
Variable
(2)
|
$
1,570,657.50
|
March
2037
|
||||
|
I-31-A
|
Variable
(2)
|
$
1,522,060.00
|
March
2037
|
||||
|
I-31-B
|
Variable
(2)
|
$
1,522,060.00
|
March
2037
|
||||
|
I-32-A
|
Variable
(2)
|
$
1,475,020.00
|
March
2037
|
||||
|
I-32-B
|
Variable
(2)
|
$
1,475,020.00
|
March
2037
|
||||
|
I-33-A
|
Variable
(2)
|
$
1,429,482.50
|
March
2037
|
||||
|
I-33-B
|
Variable
(2)
|
$
1,429,482.50
|
March
2037
|
||||
|
I-34-A
|
Variable
(2)
|
$
1,385,397.50
|
March
2037
|
||||
|
I-34-B
|
Variable
(2)
|
$
1,385,397.50
|
March
2037
|
||||
|
I-35-A
|
Variable
(2)
|
$
1,342,715.00
|
March
2037
|
||||
|
I-35-B
|
Variable
(2)
|
$
1,342,715.00
|
March
2037
|
||||
|
I-36-A
|
Variable
(2)
|
$
1,301,391.25
|
March
2037
|
||||
|
I-36-B
|
Variable
(2)
|
$
1,301,391.25
|
March
2037
|
||||
|
I-37-A
|
Variable
(2)
|
$
1,269,397.50
|
March
2037
|
||||
|
I-37-B
|
Variable
(2)
|
$
1,269,397.50
|
March
2037
|
||||
|
I-38-A
|
Variable
(2)
|
$
1,226,582.50
|
March
2037
|
||||
|
I-38-B
|
Variable
(2)
|
$
1,226,582.50
|
March
2037
|
||||
|
I-39-A
|
Variable
(2)
|
$
1,197,820.00
|
March
2037
|
||||
|
I-39-B
|
Variable
(2)
|
$
1,197,820.00
|
March
2037
|
||||
|
I-40-A
|
Variable
(2)
|
$
1,154,805.00
|
March
2037
|
||||
|
I-40-B
|
Variable
(2)
|
$
1,154,805.00
|
March
2037
|
||||
|
I-41-A
|
Variable
(2)
|
$
1,527,275.00
|
March
2037
|
||||
|
I-41-B
|
Variable
(2)
|
$
1,527,275.00
|
March
2037
|
||||
|
I-42-A
|
Variable
(2)
|
$
1,800,310.00
|
March
2037
|
||||
|
I-42-B
|
Variable
(2)
|
$
1,800,310.00
|
March
2037
|
||||
|
I-43-A
|
Variable
(2)
|
$
1,131,718.75
|
March
2037
|
||||
|
I-43-B
|
Variable
(2)
|
$
1,131,718.75
|
March
2037
|
||||
|
I-44-A
|
Variable
(2)
|
$
963,366.25
|
March
2037
|
||||
|
I-44-B
|
Variable
(2)
|
$
963,366.25
|
March
2037
|
||||
|
I-45-A
|
Variable
(2)
|
$
927,810.00
|
March
2037
|
||||
|
I-45-B
|
Variable
(2)
|
$
927,810.00
|
March
2037
|
||||
|
I-46-A
|
Variable
(2)
|
$
900,450.00
|
March
2037
|
||||
|
I-46-B
|
Variable
(2)
|
$
900,450.00
|
March
2037
|
||||
|
I-47-A
|
Variable
(2)
|
$
874,273.75
|
March
2037
|
||||
|
I-47-B
|
Variable
(2)
|
$
874,273.75
|
March
2037
|
||||
|
I-48-A
|
Variable
(2)
|
$
849,963.75
|
March
2037
|
||||
|
I-48-B
|
Variable
(2)
|
$
849,963.75
|
March
2037
|
||||
|
I-49-A
|
Variable
(2)
|
$
1,180,150.00
|
March
2037
|
||||
|
I-49-B
|
Variable
(2)
|
$
1,180,150.00
|
March
2037
|
||||
|
I-50-A
|
Variable
(2)
|
$
1,053,035.00
|
March
2037
|
||||
|
I-50-B
|
Variable
(2)
|
$
1,053,035.00
|
March
2037
|
||||
|
I-51-A
|
Variable
(2)
|
$
25,683,835.00
|
March
2037
|
||||
|
I-51-B
|
Variable
(2)
|
$
25,683,835.00
|
March
2037
|
||||
|
P
|
Variable
(2)
|
$
100.00
|
March
2037
|
||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall evidence the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal income tax law.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 2 Regular Interests (as
defined herein). None of the REMIC 2 Regular Interests shall be
certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
LTAA
|
Variable(2)
|
$
617,336,650.29
|
March
2037
|
|
LTIA1
|
Variable(2)
|
$
2,279,480.00
|
March
2037
|
|
LTIIA1
|
Variable(2)
|
$
1,456,000.00
|
March
2037
|
|
LTIIA2
|
Variable(2)
|
$
255,600.00
|
March
2037
|
|
LTIIA3
|
Variable(2)
|
$
773,700.00
|
March
2037
|
|
LTIIA4
|
Variable(2)
|
$
297,640.00
|
March
2037
|
|
LTM1
|
Variable(2)
|
$
204,760.00
|
March
2037
|
|
LTM2
|
Variable(2)
|
$
185,860.00
|
March
2037
|
|
LTM3
|
Variable(2)
|
$
107,110.00
|
March
2037
|
|
LTM4
|
Variable(2)
|
$
97,660.00
|
March
2037
|
|
LTM5
|
Variable(2)
|
$
91,360.00
|
March
2037
|
|
LTM6
|
Variable(2)
|
$
85,060.00
|
March
2037
|
|
LTM7
|
Variable(2)
|
$
81,910.00
|
March
2037
|
|
LTM8A
|
Variable(2)
|
$
43,000.00
|
March
2037
|
|
LTM8B
|
Variable(2)
|
$
20,000.00
|
March
2037
|
|
LTM9
|
Variable(2)
|
$
59,850.00
|
March
2037
|
|
LTM10
|
Variable(2)
|
$
63,000.00
|
March
2037
|
|
LTZZ
|
Variable(2)
|
$
6,496,717.15
|
March
2037
|
|
LTP
|
Variable(2)
|
$
100.00
|
March
2037
|
|
LTIO
|
Variable(2)
|
(3)
|
March
2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
(3) REMIC
2
Regular Interest LTIO will not have an Uncertificated Principal Balance, but
will accrue interest on its Uncertificated Notional Amount, as defined
herein.
REMIC
3
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 3.”
The Class R-3 Interest shall evidence the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate
and the Original Class Certificate Principal Balance for each Class of
Certificates comprising the interests representing “regular interests” in REMIC
3, and the Class FL Certificates and the Class X Certificates which are not
“regular interests” in REMIC 3. For purposes of satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class
of Certificates that represents one or more of the “regular interests” in REMIC
3 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
Class
I-A-1
|
$
227,948,000.00
|
Variable(2)
|
March
2037
|
|
Class
II-A-1
|
$
145,600,000.00
|
Variable(2)
|
March
2037
|
|
Class
II-A-2
|
$
25,560,000.00
|
Variable(2)
|
March
2037
|
|
Class
II-A-3
|
$
77,370,000.00
|
Variable(2)
|
March
2037
|
|
Class
II-A-4
|
$
29,764,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-1
|
$
20,476,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-2
|
$
18,586,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-3
|
$
10,711,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-4
|
$
9,766,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-5
|
$
9,136,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-6
|
$
8,506,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-7
|
$
8,191,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-8A
|
$
4,300,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-8B
|
$
2,000,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-9
|
$
5,985,000.00
|
Variable(2)
|
March
2037
|
|
Class
M-10
|
$
6,300,000.00
|
Variable(2)
|
March
2037
|
|
Class FL
|
$
0.00
|
0.00%
|
March
2037
|
|
Class
X
|
$
0.00
|
0.00%
|
March
2037
|
|
Class
C Interest
|
$
19,846,089.69
|
Variable(3)
|
March
2037
|
|
Class
P Interest
|
$
100.00
|
N/A(4)
|
March
2037
|
|
Class
IO Interest
|
(5)
|
(6)
|
March
2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the REMIC 2
Regular Interests (other than REMIC 2 Regular Interest LTP). The Class C
Interest will not accrue interest on its Certificate Principal
Balance.
(4) The
Class
P Interest will not accrue interest.
(5) For
federal income tax purposes, the Class IO Interest will not have a Certificate
Principal Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC 2 Regular Interest LTIO.
(6) For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC 2 Regular
Interest LTIO.
REMIC
4
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate
,
the Original Class 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 Class of Certificates that represents a “regular
interest” in REMIC 4 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
Class
C Certificates
|
$
19,846,089.69
|
Variable(2)
|
March
2037
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
REMIC
5
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 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class 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 Class of Certificates that represents a “regular
interest” in REMIC 5 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
Class
P
|
$100.00
|
Variable(2)
|
March
2037
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
6
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 6.”
The Class R-6 Interest represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class 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 6 Regular Interest, which will be
uncertificated.
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
SWAP
IO
|
N/A
|
Variable(2)
|
March
2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) REMIC
6
Regular Interest SWAP IO shall receive 100% of amounts received in respect
of
the Class IO Interest.
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Floating Rate Certificates shall be made on the
basis
of the actual number of days elapsed and a 360-day year and all calculations
in
respect of interest on the
Class
C
Certificates and all other calculations of interest described herein shall
be
made on the basis of a 360-day year consisting of twelve 30-day months. The
Class P Certificates and the Residual Certificates are not entitled to
distributions in respect of interest and, accordingly, will not accrue
interest.
“10-K
Filing Deadline” has the meaning set forth in Section
4.05(a)(iv)(A).
“1933
Act”: The Securities Act of 1933, as amended.
“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 the 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 Floating Rate 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 such Distribution Date. With respect to the Class C
Certificates and each Distribution Date, the calendar month prior to the month
of such Distribution Date.
“Additional
Disclosure Notification”: The meaning set forth in Section
4.05(a)(ii).
“Additional
Form 10-D Disclosure”: The meaning set forth in Section
4.05(a)(i.).
“Additional
Form 10-K Disclosure”: The meaning set forth in Section
4.05(a)(iv).
“Adjustable-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
the life of such loan for the adjustment of the Mortgage Rate payable in respect
thereto. The Adjustable-Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“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 Servicing Fee Rate, (ii) the Administration 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 Servicing Fee Rate, (ii) the Administration Fee Rate and (iii) the
Credit Risk Manager Fee Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on 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.
“Administration
Fee”: The amount payable to the Trust Administrator on each Distribution Date
pursuant to Section 8.05 as compensation for all services rendered by the Trust
Administrator in the execution and administration of the trust created hereby
and in the exercise and performance of any of the powers and duties of the
Trust
Administrator hereunder, which amount, with respect to the Mortgage Loans and
REO Properties and for any calendar month, shall be equal to one-twelfth of
the
Administration Fee Rate (without regard to the words “per annum” in the
definition thereof) multiplied by the Stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period. The fee payable to the
Trustee for all services rendered by it in the exercise and performance of
any
of its respective powers and duties hereunder will be paid by the Trust
Administrator on an annual basis from its own funds in accordance with a
separate agreement between the Trust Administrator and the Trustee.
“Administration
Fee Rate”: 0.0125% per annum.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Master Servicer
or Ocwen in respect of any Distribution Date pursuant to Section
4.04.
“Advance
Facility”: As defined in Section 3.29 hereof.
“Advance
Facility Notice”: As defined in Section 3.29 hereof.
“Advance
Financing Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“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, the sum of (i) any Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date as reduced by an amount equal
to the increase in the related Certificate Principal Balance due to the receipt
of Subsequent Recoveries.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
“Assignment
Agreement”: Any of (i) the Assignment and Recognition Agreement, dated the
Closing Date, among the Seller, Ameriquest Mortgage Company and the Depositor,
pursuant to which certain of the Seller’s rights under the related Master
Agreement were assigned to the Depositor, substantially in the form attached
hereto as Exhibit C-2, (ii) the Assignment and Recognition Agreement, dated
the
Closing Date, among the Seller, Mortgage Network Inc. and the Depositor,
pursuant to which certain of the Seller’s rights under the related Master
Agreement were assigned to the Depositor, substantially in the form attached
hereto as Exhibit C-2 or (iii) the Omnibus Assignment Agreement, dated the
Closing Date, between the Seller and the Depositor, pursuant to which certain
of
the Seller’s rights under certain Master Agreements were assigned to the
Depositor, substantially in the form attached hereto as Exhibit
C-3.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Prospectus Supplement.
“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 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 during the related Prepayment Period, (c) the
aggregate of any amounts received in respect of a related REO Property withdrawn
from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection
Account (in the case of Ocwen) or the related Custodial Account (in the case
of
each Servicer other than Ocwen) 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,
(f)
the aggregate of any related advances made by the Trustee in respect of the
Mortgage Loans for such Distribution Date pursuant to Section 7.02, (g) the
amount of any Prepayment Charges collected by each Servicer in connection with
the full or partial prepayment of any of the Mortgage Loans serviced by it
and
any Servicer Prepayment Charge Payment Amount and (h) all income and gain
realized from the investment of funds deposited in the Distribution Account
during the Float Period, over (ii) the sum of (a) amounts reimbursable or
payable to Ocwen pursuant to Section 3.11(a), to the Master Servicer pursuant
to
Section 3A.09 or to each Servicer (other than Ocwen) pursuant to the related
Servicing Agreement, amounts reimburseable or payable to the Credit Risk
Manager, amounts reimburseable to the Trustee pursuant to Section 3.11(b) or
the
Swap Provider (including any Net Swap Payment and Swap Termination Payment
owed
to the Swap Provider, but excluding any Swap Termination Payment owed to the
Swap Provider resulting from a Swap Provider Trigger Event), (b) Extraordinary
Trust Fund Expenses reimbursable to the Trustee, Ocwen, the Master Servicer
or
the Trust Administrator pursuant to 3A.12 or the Trustee pursuant to Section
3.11(b), (c) amounts deposited in the Collection Account, a Custodial Account
or
the Distribution Account pursuant to clauses (a) through (g) above, 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 and any Servicer Prepayment Charge Payment Amount, (e) the amount
of any income and gain realized from the investment of funds deposited in the
Distribution Account during the Float Period, (f) any indemnification payments
or expense reimbursements made by the Trust Fund pursuant to Section 6.03 or
Section 8.05 and (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 3A.12.
“Back-Up
Certification”: The meaning set forth in Section 4.05(a)(iv).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated 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 Stated 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.
“Basis
Risk Cap Agreement”: The basis risk cap agreement, dated the Closing Date,
between the Basis Risk Cap Provider and the Trust Administrator on behalf of
the
Trust, including any schedule, confirmations, credit support annex or other
credit support document relating thereto, and attached hereto as Exhibit
U.
“Basis
Risk Cap Amount”: The Basis Risk Cap Amount for any Class of the Floating Rate
Certificates is equal to (i) the aggregate amount received by the Trust from
the
Basis Risk Cap Agreement multiplied by (ii) a fraction equal to (a) the
Certificate Principal Balance of such Class immediately prior to the applicable
Distribution Date divided by (b) the aggregate Certificate Principal Balance
of
the Floating Rate Certificates immediately prior to the applicable Distribution
Date.
“Basis
Risk Cap Collateral Account”: The account or accounts created and maintained
pursuant to Section 4.14.
“Basis
Risk Cap Credit Support Annex”: The credit support annex, dated the Closing
Date, between the Trust Administrator on behalf of the Trust and the Basis
Risk
Cap Provider, which is annexed to and forms a part of the Basis Risk Cap
Agreement.
“Basis
Risk Cap Provider”: The cap provider under the Basis Risk Cap Agreement.
Initially, the Basis Risk Cap Provider shall be Bear Xxxxxxx Financial Products
Inc.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the books
of the Depository or on the books of a Person maintaining an account with the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Floating Rate
Certificates shall be Book-Entry Certificates.
“Business
Day”: Any
day
other than a Saturday, a Sunday or a day on which banking or savings
institutions in the State of Delaware, the State of New York, the State of
Texas, the State of California, the State of Minnesota or in the city in which
the Corporate Trust Office of the Trustee or the Corporate Trust Office of
the
Trust Administrator is located are authorized or obligated by law or executive
order to be closed.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.12. The Cap Account must be an Eligible Account.
“Cap
Allocation Agreement”: The Cap Allocation Agreement, dated as of the Closing
Date between the Trust Administrator and the Cap Trustee, a form of which is
attached hereto as Exhibit G.
“Cap
Trustee”: The Trust Administrator, not in its individual capacity but solely in
its capacity as Cap Trustee, and any successor thereto.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S. Person
shall not be a Holder of a Residual Certificate for any purpose hereof and,
solely for the purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor, the 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
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount,
the
specified REMIC 2 Regular Interest, as follows:
|
Class
|
REMIC
2 Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
I-A-1
|
LTIA1
|
0.150%
|
0.300%
|
|
XX-X-0
|
XXXXX0
|
0.090%
|
0.180%
|
|
XX-X-0
|
XXXXX0
|
0.130%
|
0.260%
|
|
XX-X-0
|
XXXXX0
|
0.170%
|
0.340%
|
|
XX-X-0
|
XXXXX0
|
0.250%
|
0.500%
|
|
M-1
|
LTM1
|
0.320%
|
0.480%
|
|
M-2
|
LTM2
|
0.350%
|
0.525%
|
|
M-3
|
LTM3
|
0.400%
|
0.600%
|
|
M-4
|
LTM4
|
0.680%
|
1.020%
|
|
M-5
|
LTM5
|
0.780%
|
1.170%
|
|
M-6
|
LTM6
|
1.000%
|
1.500%
|
|
M-7
|
LTM7
|
1.700%
|
2.550%
|
|
M-8A
|
LTM8A
|
2.000%
|
3.000%
|
|
M-8B
|
LTM8B
|
0.400%
|
0.600%
|
|
M-9
|
LTM9
|
2.000%
|
3.000%
|
|
M-10
|
LTM10
|
2.000%
|
3.000%
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine Certificate, Realized Losses allocated thereto on all prior
Distribution Dates. With respect to the Class C Certificates as of any date
of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”:
As defined in Section 4.05(b)(iii).
“Certification
Parties”: The meaning set forth in Section 4.05(a)(iv).
“Certifying
Person”: The meaning set forth in Section 4.05(a)(iv).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-3, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-4, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
Trust Administrator, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-5, representing
(i) a Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
C
Certificates”: Any one of the Class C Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-17, representing (i) a Regular Interest in REMIC 4, (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
C
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates, evidencing a Regular Interest
in REMIC 3 for purposes of the REMIC Provisions.
“Class
FL Certificate”: Any one of the Class FL
Certificates executed, authenticated and delivered by the Trustee, substantially
in the form annexed hereto as Exhibit A-22, representing the right to
distributions as set forth herein.
“Class
IO
Distribution Amount”: As defined in Section 4.10 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 IO Interest on such Distribution
Date,
all as further provided in Section 4.10 hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 3.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6, representing (i) a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date) and (ii) the 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) 67.20% and (ii) the 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 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) minus the
Overcollateralization Floor.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7, representing (i) a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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) 73.10%
and
(ii) the 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 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) minus the Overcollateralization Floor.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8, representing (i) a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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) 76.50% and (ii) the 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 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) minus the Overcollateralization
Floor.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9, representing (i) a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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), (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) 79.60% and (ii) the 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 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) minus the Overcollateralization Floor.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-10, representing (i)
a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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), (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 (iv) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 82.50% and (ii) the 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 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) minus the Overcollateralization
Floor.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11, representing (i)
a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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), (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) 85.20% and
(ii)
the 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 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) minus the Overcollateralization Floor.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12, representing (i)
a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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), (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) 87.80% and (ii) the 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 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) minus the Overcollateralization
Floor.
“Class
M-8 Certificate”: Any Class M-8A Certificates or Class M-8B
Certificates.
“Class
M-8A Certificate”: Any one of the Class M-8A Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13, representing (i)
a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-8B Certificate”: Any one of the Class M-8B Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-14, representing (i)
a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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), (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 aggregate
Certificate Principal Balance of the Class M-8A Certificates and Class M-8B
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 89.80% and (ii) the 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 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) minus the
Overcollateralization Floor.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-15, representing (i)
a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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), (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
aggregate Certificate Principal Balance of the Class M-8A Certificates and
Class
M-8B 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)
91.70% and (ii) the 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 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) minus the Overcollateralization Floor.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-16, representing (i)
a
Regular Interest in REMIC 3, (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: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior 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), (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 aggregate Certificate
Principal Balance of the Class M-8A Certificates and Class M-8B 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) 93.70% and (ii) the 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 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) minus the Overcollateralization
Floor.
“Class
P
Certificates”: Any one of the Class P Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-18, representing a Regular
Interest in REMIC 5.
“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 3 for purposes of the REMIC Provisions.
“Class
R
Certificate”: The Class R Certificate executed by the Trust Administrator, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-19 and evidencing the ownership of the Class
R-1 Interest, the Class R-2 Interest and the Class R-3 Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trust Administrator,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-20 and evidencing the ownership of the
Class R-4 Interest, the Class R-5 Interest and the Class R-6
Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Class
X
Certificate”: The Class X Certificates executed by the Trust Administrator, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-21, representing the right to distributions
as
set forth herein.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: February 28, 2007.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by Ocwen pursuant to
Section 3.10(a), which shall be titled “Ocwen
Loan Servicing, LLC, as Servicer for Deutsche Bank National Trust Company as
Trustee, in trust for the registered Holders of Soundview
Home Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1,” which must be
an Eligible Account.
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: With respect to Ocwen and any voluntary Principal Prepayment in full,
the amount
in
respect of Prepayment Interest Shortfalls required to be paid by Ocwen pursuant
to Section 3.24 from its own funds without right of reimbursement.
With
respect to each Servicer other than Ocwen and any Principal Prepayment, the
amount in respect of Prepayment Interest Shortfalls required to be paid by
such
Servicer pursuant to the related Servicing Agreement from its own funds without
right of reimbursement. 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.
“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, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, or at such other address as the Trustee may designate from time
to
time by notice to the Certificateholders, the Depositor, the Servicer, the
Master Servicer, the Originator, and the Trust Administrator, or (ii) with
respect to the Trust Administrator, (A) for Certificate transfer and surrender
purposes, Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services—Soundview
2007-1 and (B) for all other purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Services—Soundview 2007-1, 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 Servicer, the Master Servicer, the
Originator and the Trustee.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
LTIA1
|
Class
I-A-1
|
|
LTIIA1
|
Class
II-A-1
|
|
LTIIA2
|
Class
II-A-2
|
|
LTIIA3
|
Class
II-A-3
|
|
LTIIA4
|
Class
II-A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8A
|
Class
M-8A
|
|
LTM8B
|
Class
M-8B
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
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 C Certificates, and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans, calculated prior to taking into account payments of principal on the
Mortgage Loans and distribution of the Group I Principal Distribution Amount
and
the Group II Principal Distribution Amount to the Holders of 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 Credit Risk Management Agreement and any other agreement
pursuant to which the Credit Risk Manager is to perform any duties with respect
to the 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 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 aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodial
Account”: The account or accounts created and maintained by each Servicer (other
than Ocwen) pursuant to the related Servicing Agreement, which must be an
Eligible Account.
“Custodial
Agreement”: Any of (i) the Custodial Agreement, dated February 1, 2007, among
Deutsche Bank National Trust Company as Trustee, U.S. Bank National Association
as custodian and Ocwen Loan Servicing, LLC as servicer and (ii) the Custodial
Agreement, dated February 1, 2007, among Deutsche Bank National Trust Company
as
Trustee, The Bank of New York Trust Company, N.A. as custodian and Xxxxx Fargo
Bank, N.A. as servicer.
“Custodian”:
Any of Deutsche Bank National Trust Company, U.S. Bank National Association
or
The
Bank
of New York Trust Company, N.A. as
custodian of the Mortgage Files, or any successor thereto.
“Cut-off
Date”: February 1, 2007.
“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 Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
60
days or more (including Mortgage Loans that are in foreclosure, that have been
converted to REO Properties or that are in bankruptcy and are Delinquent 60
days
or more) in each case, as of the last day of the previous calendar month by
(y)
the aggregate Stated Principal Balance of the Mortgage Loans (in each case,
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).
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on the
next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by
the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Financial Asset Securities Corp., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Exchange Act. The Depository shall initially
be the registered Holder of the Book-Entry Certificates. The Depository shall
at
all times be a “clearing corporation” as defined in Section 8-102(3) of the
Uniform Commercial Code of the State of New York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 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 any REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or a Servicer or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or a Servicer 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.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, (iii)
any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any state
or political subdivision thereof, if all of its activities are subject to tax
and a majority of its board of directors is not selected by a governmental
unit.
The term “United States”, “state” and “international organizations” shall have
the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3.10(b) which shall be titled “Distribution
Account, Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the
registered Certificateholders of Soundview Home Loan Trust 2007-1, Asset-Backed
Certificates, Series 2007-1” and which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in March 2007.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan was
due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated A-1+ by S&P,
F-1 by Fitch and P-1 by Xxxxx’x (or comparable ratings if S&P, Fitch and
Xxxxx’x are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured
by
the FDIC up to the insured amount, (iii) a trust account or accounts maintained
with the trust department of a federal or state chartered depository
institution, national banking association or trust company acting in its
fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trust
Administrator, the Trustee and the NIMS Insurer. Eligible Accounts may bear
interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap Agreement.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate Certificates and
any Distribution Date, the excess, if any, of the sum of (i) the
Overcollateralized Amount for such Distribution Date, assuming that 100% of
the
Principal Remittance Amount is applied as a principal payment on such
Distribution Date and (ii) any amounts received under the Interest Rate Swap
Agreement and the Interest Rate Cap Agreement for such purpose over (iii) 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 Monthly Interest Distributable Amount distributable on the
Class C Certificates on such Distribution Date as reduced by Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.08 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 Ocwen, 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”: 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 by an Originator,
the Seller or Ocwen pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 10.01), a determination made by the related Servicer that
all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
such Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. Ocwen
shall maintain records, prepared by a
Servicing Officer, of each Final Recovery Determination made
thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides for a fixed Mortgage
Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are identified
as such on the Mortgage Loan Schedule.
“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.
“Float
Period”: With respect to any Distribution Date and amounts in the Distribution
Account, the period commencing on the related Servicer Remittance Date and
ending on the Business Day prior to the Distribution Date.
“Floating
Rate Certificates”: The Senior Certificates and the Mezzanine
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Notional 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
Floating Rate Payer Payment Date (as defined in the Interest Rate Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.05(a)(iii).
“Formula
Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and (b)
the
Maximum Cap Rate.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“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 Mortgage Loan.
“Group
I
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group I Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) 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 I-A-1 Certificates.
“Group
I
Initial Deposit”: An amount equal to $12,024.27 deposited with the Trust
Administrator by the Depositor on the Closing Date.
“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 at origination that conforms to Xxxxxx Xxx and Xxxxxxx Mac loan limits.
The aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
Date is equal to $283,681,616.64.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Basic Principal Distribution Amount for such Distribution
Date, (ii)(a) the Extra Principal Distribution Amount for such Distribution
Date
multiplied by (b) the Group I Allocation Percentage and (iii) with respect
to
the first Distribution Date, the Group I Initial Deposit.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of Available Funds equal to the sum of (i) each scheduled payment of
principal collected or advanced on the Group I Mortgage Loans by the related
Servicer that were due during the related Due Period, (ii) the principal portion
of all full Principal Prepayments of the Group I Mortgage Loans applied by
the
related Servicer during the related Prepayment Period, (iii) the principal
portion of all related partial Principal Prepayments, Net Liquidation Proceeds,
Insurance Proceeds and Subsequent Recoveries received during the related
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 to the Collection Account or a Custodial Account during
the related Prepayment Period, (v) the principal portion of any related
Substitution Adjustments deposited in the Collection Account or a Custodial
Account during the related 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 10.01, 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 Certificate
Principal Balance of the Group I Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 60.70% 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 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) minus the related Overcollateralization
Floor.
“Group
II
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group II Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) 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”: Collectively, the Class II-A-1 Certificates, the Class II-A-2
Certificates, the Class II-A-3 Certificates and the Class II-A-4
Certificates.
“Group
II
Initial Deposit”: An amount equal to $97,707.98 deposited with the Trust
Administrator by the Depositor on the Closing Date.
“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 at origination that may or may not conform to Xxxxxx Mae
and
Xxxxxxx Mac loan limits. The aggregate principal balance of the Group II
Mortgage Loans as of the Cut-off Date is equal to $346,253,840.80.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group II Basic Principal Distribution Amount for such Distribution
Date, (ii)(a) the Extra Principal Distribution Amount for such Distribution
Date
multiplied by (b) the Group II Allocation Percentage and (iii) with respect
to
the first Distribution Date, the Group II Initial Deposit.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of Available Funds equal to the sum of (i) each scheduled payment of
principal collected or advanced on the Group II Mortgage Loans by the related
Servicer that were due during the related Due Period, (ii) the principal portion
of all full Principal Prepayments of the Group II Mortgage Loans applied by
the
related Servicer during the related Prepayment Period, (iii) the principal
portion of all related partial Principal Prepayments, Net Liquidation Proceeds,
Insurance Proceeds and Subsequent Recoveries received during the related
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 to the Collection Account or a Custodial Account during
the related Prepayment Period, (v) the principal portion of any related
Substitution Adjustments deposited in the Collection Account or a Custodial
Account during the related 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 10.01, 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 Certificate
Principal Balance of the Group II Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 60.70% 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 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) minus the related Overcollateralization
Floor.
“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 of decreasing priority: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 (concurrently, to the holders of the Class
M-8A Certificates and the Class M-8B Certificates, on a pro
rata
basis
based on the Certificate Principal Balance of each such class), Class M-9 and
Class M-10 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or the Class R Certificates (or
any
portion thereof) which may or may not be guaranteed by the NIMS
Insurer.
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, each Servicer or the Master Servicer and
their respective Affiliates, (b) does not have any direct financial interest
in
or any material indirect financial interest in the Depositor or any Servicer
or
any Affiliate thereof, and (c) is not connected with the Depositor or any
Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor or a Servicer or any Affiliate thereof merely because such Person
is
the beneficial owner of 1% or less of any class of securities issued by the
Depositor or such Servicer or any Affiliate thereof, as the case may
be.
“Independent
Contractor”: Either (i) any Person (other than a Servicer or the Master
Servicer) that would be an “independent contractor” with respect to any of the
REMICs created hereunder within the meaning of Section 856(d)(3) of the Code
if
such REMIC 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
each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm’s
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5),
or
(ii) any other Person (including a 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 as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, to the extent such proceeds are received by the
related Servicer and are not to be applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that such 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 Floating Rate Certificates and each
Accrual Period, the second LIBOR Business Day preceding the commencement of
such
Accrual Period.
“Interest
Rate Cap Agreement”: The interest rate swap agreement, dated the Closing Date
between the Cap Trustee and the Interest Rate Cap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit O.
“Interest
Rate Cap Collateral Account”: The account or accounts created and maintained
pursuant to Section 4.14.
“Interest
Rate Cap Credit Support Annex”: The credit support annex, dated the Closing
Date, between the Cap Trustee on behalf of the Cap Trust and the Interest Rate
Cap Provider, which is annexed to and forms a part of the Interest Rate Cap
Agreement.
“Interest
Rate Cap Provider”: The cap provider under the Interest Rate Cap Agreement.
Initially, the Interest Rate Cap Provider shall be Bear Xxxxxxx Financial
Products Inc.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated the Closing Date,
between the Supplemental Interest Trust Trustee on behalf of the Cap Trust
and
the Swap Provider, including any schedule, confirmations, credit support annex
or other credit support document relating thereto, and attached hereto as
Exhibit Q.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received by the
related Servicer subsequent to the Determination Date immediately following
any
related 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 on
a
contractual basis for such Due Period and not previously recovered.
“LIBOR”:
With respect to each Accrual Period, the rate determined by the Trust
Administrator on the related Interest Determination Date on the basis of the
London interbank offered rate for one-month United States dollar deposits,
as
such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time)
on
such Interest Determination Date. If such rate does not appear on Telerate
Page
3750, the rate for such Interest Determination Date will be determined on the
basis of the offered rates of the Reference Banks for one-month United States
dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date. The Trust Administrator will request the principal London office of each
of the Reference Banks to provide a quotation of its rate. On such Interest
Determination Date, LIBOR for the related Accrual Period will be established
by
the Trust Administrator as follows:
(i) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the related Servicer has determined, in accordance with 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 the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property or (ii) such REO Property is removed from the
Trust
Fund by reason of its being sold or purchased pursuant to Section 3.23 or
Section 10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the 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 by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
Section 3.23 or Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
Mortgage Loan and the denominator of which is the Value of the related Mortgaged
Property.
“Loan
Group”: Either 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.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the related Originator certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of
the
related Mortgage Note) and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note
in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for each REMIC 2 Regular Interest (other than REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTIO and REMIC 2 Regular
Interest LTP), with the rate on each such REMIC 2 Regular Interest (other than
REMIC 2 Regular Interest LTZZ) subject to a cap equal to the Pass-Through Rate
for the Corresponding Certificate for the purpose of this calculation; and
with
the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that solely for this purpose,
calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
caps with respect to each such REMIC 2 Regular Interest (other than REMIC 2
Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of
which
is the actual number of days in the related Accrual Period and the denominator
of which is 30.
“Master
Agreement”: Each of the Master Mortgage Loan Purchase and Interim Servicing
Agreements betweeen the related Originator and the Seller.
“Master
Servicer”: As of the Closing Date, Xxxxx Fargo Bank, N.A. 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 Termination”: One or more of the events described in Section
7.01(b).
“Master
Servicing Compensation”: The meaning specified in Section 3A.09.
“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 the completion, correction or manipulation of such servicing
data as may be required by the Trustee (or other successor master servicer)
to
correct any errors or insufficiencies in the servicing data or otherwise to
enable the Trustee (or other successor master servicer) to master service the
Mortgage Loans properly and effectively.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Floating Rate
Certificates, a per annum rate equal to the product of (i) the sum of (x) the
weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
Loans (weighted based on the Stated Principal Balances of the Mortgage Loans
as
of the first
day
of the related Due Period or, in the case of the first Distribution Date, the
Cut-off Date, adjusted, except in the case of the first Distribution Date,
to
reflect unscheduled principal payments made thereafter during
the Prepayment Period that includes such first day of the related Due Period)
minus the Swap Expense Fee Rate and (y) an amount, expressed as a percentage,
equal to a fraction, the numerator of which is equal to any 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 as of the first day of the
related Due Period (adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day),
multiplied by 12 and (ii) 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.
“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.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC
2
Regular Interest LTIIA3,
REMIC 2
Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2
Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest
LTM7, REMIC 2 Regular Interest LTM8A, REMIC 2 Regular Interest LTM8B, REMIC
2
Regular Interest LTM9 and REMIC 2 Regular Interest LTM10 with the rate on each
such REMIC 2 Regular Interest subject to a cap equal to the Pass-Through Rate
for the related Corresponding Certificate for the purpose of this calculation;
provided, however, that for this purpose, calculations of the Uncertificated
REMIC 2 Pass-Through Rate and the related caps with respect to each such REMIC
2
Regular Interest (other than REMIC 2 Regular Interest 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.
“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-8A Certificate, Class M-8B
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 applicable 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 Floating Rate Certificates
and the Class C 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
C
Certificates) of such Class immediately prior to such Distribution Date, in
each
case, reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls (allocated to such Certificate based on its respective entitlements
to interest irrespective of any Net 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, (ii) any modifications to a Mortgage Loan
pursuant to Section 3.07 and (iii) 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 Ocwen pursuant to clause
(ii) of Section 3.07 or by a Servicer (other than Ocwen) pursuant to the related
Servicing Agreement; and (c) on the assumption that all other amounts, if any,
due under such Mortgage Loan are paid when due.
“Xxxxx’x”:
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”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of the
Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule shall
be prepared by the Seller and shall set forth the following information with
respect to each Mortgage Loan, as applicable:
| (1) |
the
Mortgage Loan identifying number;
|
| (2) |
[reserved];
|
| (3) |
the
state and zip code of the Mortgaged
Property;
|
| (4) |
a
code indicating whether the Mortgaged Property was represented by
the
borrower, at the time of origination, as being
owner-occupied;
|
| (5) |
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
| (6) |
the
original months to maturity;
|
| (7) |
the
stated remaining months to maturity from the Cut-off Date based on
the
original amortization schedule;
|
| (8) |
the
Loan-to-Value Ratio at origination;
|
| (9) |
the
Mortgage Rate in effect immediately following the Cut-off
Date;
|
| (10) |
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
| (11) |
the
stated maturity date;
|
| (12) |
the
amount of the Monthly Payment at
origination;
|
| (13) |
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date;
|
| (14) |
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
| (15) |
the
original principal amount of the Mortgage
Loan;
|
| (16) |
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date;
|
| (17) |
a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out
refinancing);
|
| (18) |
the
Mortgage Rate at origination;
|
| (19) |
a
code indicating the documentation program (i.e., full documentation,
limited income verification, no income verification, alternative
income
verification);
|
| (20) |
the
risk grade;
|
| (21) |
the
Value of the Mortgaged Property;
|
| (22) |
the
sale price of the Mortgaged Property, if
applicable;
|
| (23) |
the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
|
| (24) |
the
type and term of the related Prepayment
Charge;
|
| (25) |
with
respect to any Adjustable-Rate Mortgage Loan, the rounding code,
the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin,
the
next Adjustment Date and the Periodic Rate
Cap;
|
| (26) |
the
program code;
|
| (27) |
the
lien priority;
|
| (28) |
the
Originator and the Servicer;
|
| (29) |
the
Loan Group; and
|
| (30) |
the
MIN, if applicable.
|
The
Mortgage Loan Schedule shall set forth the following information, with respect
to the Mortgage Loans in the aggregate and for each Loan Group as of the Cut-off
Date: (1) the number of Mortgage Loans; (2) the current Principal Balance of
the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans
and
(4) the weighted average remaining term to maturity of the Mortgage Loans.
The
Mortgage Loan Schedule shall be amended from time to time by the Depositor
in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, Cut-off Date shall refer to the Cut-off Date for
such
Mortgage Loan, determined in accordance with the definition of Cut-off Date
herein. On the Closing Date, the Depositor will deliver to each Servicer, as
of
the Cut-off Date, an electronic copy of the Mortgage Loan Schedule.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Fixed-Rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable-Rate Mortgage Loan,
the
annual rate at which interest accrues on such Mortgage Loan from time to time
in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of a fee simple estate in a parcel of real property
improved by a Residential Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
Servicing Fees and any other accrued and unpaid servicing fees or ancillary
income received and retained in connection with the liquidation of such Mortgage
Loan or Mortgaged Property.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and (b)
the
excess of (x) Available Funds for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Monthly Interest Distributable Amounts for
the
Floating Rate Certificates, (B) the Unpaid Interest Shortfall Amounts for the
Senior Certificates and (C) the Principal Remittance Amount.
“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
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over the
related Compensating Interest.
“Net
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
WAC
Rate”: With respect to the Floating Rate Certificates, for the first
Distribution Date, such rate shall be 6.94788%, and for any Distribution Date
following the first Distribution Date, such rate shall be a per annum rate
equal
to the product of (x) the weighted average of the Adjusted Net Mortgage Rates
of
the Mortgage Loans (weighted based on the Stated Principal Balances of the
Mortgage Loans as of the first day of the related Due Period or, in the case
of
the first Distribution Date, the Cut-off Date, adjusted, except in the case
of
the first Distribution Date, to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day of the
related Due Period) minus the Swap Expense Fee Rate 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. For federal income tax purposes,
the
equivalent of the foregoing shall be expressed as a per annum rate equal to
the
weighted average of the Uncertificated REMIC 2 Pass-Through Rates on each REMIC
2 Regular Interest (other than REMIC 2 Regular Interests LTIO), weighted on
the
basis of the Uncertificated Principal Balance of each such REMIC 2 Regular
Interest.
“Net
WAC
Rate Carryover Amount”: With respect to the Floating Rate Certificates and any
Distribution Date, the sum of (A) the positive excess of (i) the amount of
interest accrued on such Class of Certificates on such Distribution Date
calculated at the related Formula Rate over (ii) the amount of interest accrued
on such Class of Certificates at the Net WAC Rate for such Distribution Date
and
(B) the Net WAC Rate Carryover Amount for the previous Distribution Date not
previously paid, together with interest thereon at a rate equal to the related
Formula Rate for the most recently ended Accrual Period.
“Net
WAC
Rate Carryover Reserve Account”: The account established and maintained pursuant
to Section 4.13.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the right
to renegotiate the terms of such lease.
“NIMS
Insurer”: Any insurer that is guaranteeing certain payments under notes secured
by collateral which includes all or a portion of the Class C Certificates,
the
Class P Certificates and/or the Residual Certificates.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the related Servicer or the Master Servicer, as applicable,
will not be ultimately recoverable from Late Collections, Insurance Proceeds,
Liquidation Proceeds or condemnation proceeds on such Mortgage Loan or REO
Property as provided herein.
“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made
in respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the related Servicer, will not or, in the case of a proposed
Servicing Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or
REO Property as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date with respect to the Class C
Interest, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than the REMIC 2 Regular Interest LTP).
“Ocwen”:
Ocwen Loan Servicing, LLC.
“Ocwen
Mortgage Loans”: The Mortgage Loans serviced by Ocwen pursuant to the terms of
this Agreement.
“Offered
Certificates”: The Senior Certificates and the Mezzanine Certificates offered to
the public pursuant to the Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
or by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of any Servicer, the Master Servicer, the Originator,
the
Seller or the Depositor, as applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor, the Seller, any Servicer or the Master
Servicer, acceptable to the Trustee, if such opinion is delivered to the
Trustee, or acceptable to the Trust Administrator, if such opinion is delivered
to the Trust Administrator, except that any opinion of counsel relating to
(a)
the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Terminator may opt
to terminate the Trust Fund pursuant to Section 10.01.
“Original
Class Certificate Principal Balance”:
With
respect to the Floating Rate Certificates, the Class C Certificates, the Class
C
Interest, the Class IO Interest, REMIC 6 Regular Interest SWAP IO, the Class
P
Certificates and the Class P Interest, the corresponding amounts set forth
opposite such Class above in the Preliminary Statement.
“Originator”:
Any of Mortgage Lenders Network USA, Ameriquest Mortgage Company, Mortgaeg
Network Inc., Nationstar Mortgage LLC, First NLC Financial Services LLC, Fremont
Investment & Loan, New Century Mortgage Corporation, Countrywide Home Loans,
LP, NovaStar Mortgage Inc., Long Beach Mortgage Company, Meritage Mortgage
Corporation and Aames Financial Corp., or their successors in
interest.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal distribution on such Distribution
Date).
“Overcollateralization
Floor”: With respect to the Group I Certificates, $1,433,019,
with respect to the Group II Certificates, $1,717,207 and with respect to the
Mezzanine Certificates, $3,150,226.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With
respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
equal to 3.15% of
the
aggregate Cut-off Date Principal Balance of the Mortgage Loans,
(ii) on
or after the Stepdown Date provided a Trigger Event is not in effect, the
greater of (A) 6.30% 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) and (B) 0.50%
of
the
aggregate Cut-off Date Principal Balance of the Mortgage Loans and (iii) on
or
after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Certificate Principal Balance of the Floating Rate
Certificates to zero, the Overcollateralization Target Amount shall be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) 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) minus
(ii) the aggregate Certificate Principal Balance of the Floating Rate
Certificates and the Class P Certificates as of such Distribution Date after
giving effect to distributions to be made on such Distribution
Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Floating
Rate Certificates and any Distribution Date, the lesser of (a) the related
Formula Rate and (b) the Net WAC Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interests XXXX, XXXX0,
XXXXX0, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8A,
LTM8B, LTM9, LTM10
and
LTZZ.
With
respect to the Class C Certificates, 100% of the interest distributable to
the
Class C Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC 2 Regular Interest LTIO.
The
REMIC
6 Regular Interest SWAP-IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance of
the
related Class. With respect to a Residual Certificate, the portion of the Class
evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, that the sum of all such percentages for each
such Class totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Master Servicer, the
Trustee, the Trust Administrator or any of their respective Affiliates or for
which an Affiliate of the Trustee or the Trust Administrator serves as an
advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available ratings of Xxxxx’x and the highest available rating category of Fitch
and S&P and provided that each such investment has an original maturity of
no more than 365 days; and provided further that, if the only Rating Agency
is
S&P and if the depository or trust company is a principal subsidiary of a
bank holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such short-
term obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B)
any other demand or time deposit or deposit which is fully insured by the
FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by
Xxxxx’x and rated A-1+ or higher by S&P, provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the type described
in clause (i) above and must (A) be valued daily at current market prices plus
accrued interest, (B) pursuant to such valuation, be equal, at all times, to
105% of the cash transferred by the Trust Administrator in exchange for such
collateral and (C) be delivered to the Trust Administrator or, if the Trust
Administrator is supplying the collateral, an agent for the Trust Administrator,
in such a manner as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by S&P (and if rated by any other Rating Agency, also by
such other Rating Agency) in its highest long-term unsecured rating category
at
the time of such investment or contractual commitment providing for such
investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by S&P
(and if rated by any other Rating Agency, also by such other Rating Agency)
in
its highest short-term unsecured debt rating available at the time of such
investment;
(vi) units
of
money market funds, including those money market funds managed or advised by
the
Trust Administrator or its Affiliates, that have been rated “AAA” by Fitch (if
rated by Fitch), “Aaa” by Xxxxx’x and “AAAm” or “AAAm-G” by S&P;
and
(vii) if
previously confirmed in writing to the Trustee and the Trust Administrator,
any
other demand, money market or time deposit, or any other obligation, security
or
investment, as may be acceptable to the Rating Agencies in writing as a
permitted investment of funds backing securities having ratings equivalent
to
its highest initial rating of the Senior Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans in both Loan Groups as of such date.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
in connection with a full or partial Principal Prepayment of such Mortgage
Loan
in accordance with the terms thereof (other than any Servicer Prepayment Charge
Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
state
of origination of the related Mortgage Loan;
(iv) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term
of the related Prepayment Charge; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
The
Prepayment Charge Schedule shall be amended from time to time by the Depositor
in accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Servicer to the NIMS
Insurer.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
serviced by Ocwen that was the subject of a Principal Prepayment in full during
the portion of the related Prepayment Period occurring between the first day
and
the 15th
day of
the calendar month in which such Distribution Date occurs, an amount equal
to
interest (to the extent received) at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment in full for the number of days commencing
on
the first day of the calendar month in which such Distribution Date occurs
and
ending on the date on which such prepayment is so applied.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a Principal Prepayment during the portion of the
related Prepayment Period occurring from the first day of the related Prepayment
Period through the last day of the calendar month preceding the month in which
such Distribution Date occurs, an amount equal to one-month’s interest at the
applicable Net Mortgage Rate less any payments made by the Mortgagor on the
amount of such Principal Prepayment for the number of days commencing on the
date such Principal Prepayment is received and ending on the last day of the
calendar month preceding the month in which such Distribution Date
occurs.
“Prepayment
Period”: With respect to any Distribution Date and each Mortgage Loan serviced
by Ocwen, for prepayments in full, the period commencing on the 16th
day of
the calendar month preceding the calendar month in which such Distribution
Date
occurs (or, in the case of the first Distribution Date, from February 1, 2007)
and ending on the 15th
day of
the calendar month in which the related Distribution Date occurs. The
Prepayment Period with respect to prepayments in part is the preceding calendar
month.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus all collections credited
against the Cut-off Date Principal Balance of any such Mortgage Loan. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
have
a Principal Balance equal to the Principal Balance of the related Mortgage
Loan
as of the final recovery of related Liquidation Proceeds and a Principal Balance
of zero thereafter. As to any REO Property and any day, the Principal Balance
of
the related Mortgage Loan immediately prior to such Mortgage Loan becoming
REO
Property minus any REO Principal Amortization received with respect thereto
on
or prior to such day.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of the Group
I Principal Remittance Amount and the Group II Principal Remittance
Amount.
“Prospectus
Supplement”: That certain Prospectus Supplement dated February 23, 2007 relating
to the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Seller or Ocwen pursuant to or as contemplated by Section 2.03, Section 3.16(c)
or Section 10.01, and as confirmed by an Officers’ Certificate from the party
purchasing the Mortgage Loan to the Trustee, an amount equal to the sum of
(i)
100% of the Stated Principal Balance thereof as of the date of purchase (or
such
other price as provided in Section 10.01), (ii) in the case of (x) a Mortgage
Loan, accrued interest on such Stated Principal Balance at the applicable
Mortgage Rate in effect from time to time from the Due Date as to which interest
was last covered by a payment by the Mortgagor or an Advance by the related
Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest was
last
covered by a payment by the Mortgagor or an advance by the related Servicer
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, plus (2) REO Imputed Interest for
such
REO Property for each calendar month commencing with the calendar month in
which
such REO Property was acquired and ending with the calendar month in which
such
purchase is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account or the related Custodial
Account in respect of such Mortgage Loan or REO Property pursuant to Section
3.23 and (v) in the case of a Mortgage Loan required to be purchased pursuant
to
Section 2.03, expenses reasonably incurred or to be incurred by a Servicer,
the
Master Servicer, the Trust Administrator or the Trustee in respect of the breach
or defect giving rise to the purchase obligation, including any costs and
damages incurred by the Trust Fund in connection with any violation with respect
to such loan of any predatory or abusive lending law. With respect to an
Originator and any Mortgage Loan or REO Property to be purchased pursuant to
or
as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate
of
an Officers’ Certificate of the Originator to the Trustee, an amount equal to
the amount set forth pursuant to the terms of the related Master
Agreement.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified
Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding Stated
Principal Balance (or in the case of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance), after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of, and not more than 5%
less
than, the outstanding Stated Principal Balance of the Deleted Mortgage Loan
as
of the Due Date in the calendar month during which the substitution occurs,
(ii)
have a Mortgage Rate not less than (and not more than one percentage point
in
excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
(vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (viii) be current as of the date of substitution, (ix)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower
than
the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have
a
risk grading determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan, (xi) have been underwritten or
reunderwritten by the Originator in accordance with the same underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xii) be a first lien
mortgage loan if the Deleted Mortgage Loan is a first lien mortgage loan and
(xiii) conform to each representation and warranty set forth in Section 3.01
of
the Mortgage Loan Purchase Agreement or assigned to the Depositor pursuant
to
the Assignment Agreement applicable to the Deleted Mortgage Loan. In the event
that one or more mortgage loans are substituted for one or more Deleted Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate Stated Principal Balance, the Mortgage Rates described in
clause (ii) hereof shall be satisfied for each such mortgage loan, the risk
gradings described in clause (x) hereof shall be satisfied as to each such
mortgage loan, the terms described in clause (vii) hereof shall be determined
on
the basis of weighted average remaining term to maturity (provided that no
such
mortgage loan may have a remaining term to maturity longer than the Deleted
Mortgage Loan), the Loan-to-Value Ratios described in clause (ix) hereof shall
be satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be. With respect to an Originator,
a
mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
of
the related Master Agreement which must, on the date of such substitution
conform to the terms set forth in the related Master Agreement.
“Rating
Agency or Rating Agencies”: Xxxxx’x, S&P and Fitch, or their successors. If
such agencies or their successors are no longer in existence, “Rating Agencies”
shall be such nationally recognized statistical rating agencies, or other
comparable Persons, designated by the Depositor, notice of which designation
shall be given to the Trustee and the Master Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
If
the related Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan, the amount of the Realized Loss with respect to that Mortgage Loan will
be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
“Reconstitution
Agreement”: Any of the reconstitution agreements among the Seller, the Depositor
and the related Servicer (other than Ocwen) and acknowledged by the Master
Servicer and the Trustee, reconstituting the related Servicing
Agreement.
“Record
Date”: With respect to (i) the Floating Rate Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date;
provided, however, that following the date on which Definitive Certificates
for
any of the Floating Rate Certificates are available pursuant to Section 5.02,
the Record Date for such Certificates that are Definitive Certificates shall
be
the last Business Day of the calendar month preceding the month in which the
related Distribution Date occurs and (ii) the Class P Certificates, the Class
C
Certificates and the Residual Certificates, the Close of Business on the last
Business Day of the calendar month preceding the month in which the related
Distribution Date occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originator, the Master Servicer, the Servicer or any Affiliate thereof
and
(iii) which have been designated as such by the Trust Administrator, after
consultation with the Depositor; provided, however, that if fewer than two
of
such banks provide a LIBOR rate, then any leading banks selected by the Trust
Administrator after consultation with the Depositor which are engaged in
transactions in United States dollar deposits in the international Eurocurrency
market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Floating Rate Certificates, Class C Certificates or
Class P Certificates.
“Regulation
AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
“Relevant
Servicing Criteria”: The Servicing Criteria applicable to the various parties,
as set forth on Exhibit O attached hereto. For clarification purposes, multiple
parties can have responsibility for the same Relevant Servicing
Criteria.
“Relief
Act”: The Servicemembers Civil Relief Act, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of the
application of the Relief Act, the amount by which (i) interest collectible
on
such Mortgage Loan during such Due Period is less than (ii) one month’s interest
on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate
for
such Mortgage Loan before giving effect to the application of the Relief
Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies, required to be maintained pursuant to this Agreement and
any
proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase
Agreement and the Assignment Agreements (including any security interest created
thereby) and (v) the Collection Account, the Custodial Accounts, the
Distribution Account (subject to the last sentence of this definition) and
any
REO Account and such assets that are deposited therein from time to time and
any
investments thereof, together with any and all income, proceeds and payments
with respect thereto. Notwithstanding the foregoing, however, a REMIC election
will not be made with respect to the Net WAC Rate Carryover Reserve Account,
the
Basis Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Account,
the
Cap Allocation Agreement, any Servicer Prepayment Charge Payment Amounts, the
Swap Account, the Supplemental Interest Trust or the Interest Rate Swap
Agreement.
“REMIC
1
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC 3,
as
holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-2 Interest, pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
2
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
2
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
2
Overcollateralization Amount”: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTAII3, REMIC 2 Regular Interest LTAII4, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8A, REMIC 2 Regular
Interest LTM8B, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular Interest
LTM10, in each case as of such date of determination.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance of
the
Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTAII3, REMIC
2 Regular Interest LTAII4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8A, REMIC 2 Regular Interest LTM8B,
REMIC 2 Regular Interest LTM9 and REMIC 2 Regular Interest LTM10 and the
denominator of which is the aggregate Uncertificated Principal Balance of REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTAII3, REMIC 2 Regular Interest
LTAII4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
2
Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest LTM8A, REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest
LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest
LTZZ.
“REMIC
2
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The following is
a
list of each of the REMIC 2 Regular Interests: REMIC 2 Regular Interest LTAA,
REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTAII3, REMIC 2 Regular Interest
LTAII4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
2
Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest LTM8A, REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest
LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTZZ, REMIC
2
Regular Interest LTP and REMIC 2 Regular Interest LTIO.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates or the Class
P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-3 Interest), pursuant
to
Article II hereunder, and all amounts deposited therein, with respect to which
a
separate REMIC election is to be made.
“REMIC
4”: The segregated pool of assets consisting of the Class C Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class C Certificates
and the Class R-X Certificates (in respect of the Class R-4 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
5”: The segregated pool of assets consisting of the Class P Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class P Certificates
and the Class R-X Certificates (in respect of the Class R-5 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
6”: The segregated pool of assets consisting of the Class IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the REMIC 6 Regular
Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-6
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interests”: The REMIC 1 Regular Interests, the REMIC 2 Regular
Interests, the Class C Interest, the Class P Interest and the Class IO
Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Master Servicer
pursuant to Section 4.04 (in the case of Ocwen) or pursuant to the related
Servicing Agreement (in the case of each Servicer other than
Ocwen).
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23 (in the case of Ocwen) or pursuant to
the
related Servicing Agreement (in the case of each Servicer other than
Ocwen).
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month’s interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of such
REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion of
the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
to
Section 3.23 (in the case of Ocwen) or the related Servicing Agreement (in
the
case of each Servicer other than Ocwen) for unpaid Servicing Fees in respect
of
the related Mortgage Loan and unreimbursed Servicing Advances and Advances
in
respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar
month.
“REO
Property”: A Mortgaged Property acquired by the related Servicer on behalf of
the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described
in Section 3.23 or the related Servicing Agreement.
“Reportable
Event”: The meaning set forth in Section 4.05(b)(ii).
“Reporting
Servicer”: The meaning set forth in Section 4.05(a)(iv)(A).
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trust Administrator determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16 of
1%)
of the one-month United States dollar lending rates which banks in The City
of
New York selected by the Trust Administrator are quoting on the relevant
Interest Determination Date to the principal London offices of leading banks
in
the London interbank market or (ii) in the event that the Trust Administrator
can determine no such arithmetic mean, in the case of any Interest Determination
Date after the initial Interest Determination Date, the lowest one-month United
States dollar lending rate which such New York banks selected by the Trust
Administrator are quoting on such Interest Determination Date to leading
European banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v) a
detached one-family dwelling in a planned unit development, none of which is
a
co-operative or mobile home.
“Residual
Certificate”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee or the Trust Administrator, any
director, any vice president, any assistant vice president, the Secretary,
any
assistant secretary, the Treasurer, any assistant treasurer or any other officer
of the Trustee or the Trust Administrator, as applicable, customarily performing
functions similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Xxxxxxxx-Xxxxx
Act”: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by
the
Commission’s staff).
“Xxxxxxxx-Xxxxx
Certification”: A written certification signed by an officer of the Master
Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act, and (ii) Exchange Act
Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that
if,
after the Closing Date (a) the Xxxxxxxx-Xxxxx Act is amended, (b) the Rules
referred to in clause (ii) are modified or superseded by any subsequent
statement, rule or regulation of the Commission or any statement of a division
thereof, or (c) any future releases, rules and regulations are published by
the
Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act, which in any
such case affects the form or substance of the required certification and
results in the required certification being, in the reasonable judgment of
the
Master Servicer, materially more onerous that then form of the required
certification as of the Closing Date, the Xxxxxxxx-Xxxxx Certification shall
be
as agreed to by the Master Servicer and the Depositor following a negotiation
in
good faith to determine how to comply with any such new
requirements.
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
capacity as Seller under the Assignment Agreement.
“Senior
Certificate”: Any one of the Class I-A-1 Certificates, the Class II-A-1
Certificates, the Class II-A-2 Certificates, the Class II-A-3 Certificates
or
the Class II-A-4 Certificates.
“Senior
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of the Group I Senior
Principal Distribution Amount and
the
Group II Senior Principal Distribution Amount.
“Servicer”:
Any of Ocwen Loan Servicing, LLC, Central Mortgage Company, GMAC Mortgage
Corporation, Xxxxx Fargo Bank, N.A. or Countrywide Home Loans Servicing LP,
or
any successor Servicer appointed as herein provided or as provided in the
related Servicing Agreement, in its capacity as a Servicer hereunder.
“Servicer
Certification”: As defined in Section 4.05(b)(iii).
“Servicer
Event of Termination”: One or more of the events described in Section
7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by Ocwen in respect of
any waived Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With
respect to any Distribution Date and Ocwen, the Business Day immediately
preceding such Distribution Date.
With
respect to any Distribution Date and any other Servicer, the date set forth
in
the related Servicing Agreement.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: With respect to Ocwen, all customary, reasonable and necessary “out
of pocket” costs and expenses (including reasonable attorneys’ fees and
expenses) incurred by Ocwen in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration,
inspection and protection of the Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) obtaining any legal
documentation required to be included in the Mortgage File and/or correcting
any
outstanding title issues (i.e. any lien or encumbrance on the Mortgaged Property
that prevents the effective enforcement of the intended lien position)
reasonably necessary for Ocwen to perform its obligations under this Agreement,
(iv) the management and liquidation of the REO Property, (v) compliance with
the
obligations under Sections 3.01, 3.09, 3.13, 3.14, 3.16, and 3.23 and (vi)
refunding to any Mortgagor such prepaid origination fees and/or finance charges
that are subject to reimbursement upon a Principal Prepayment of the related
Mortgage Loan to the extent such reimbursement is required by applicable law.
Servicing Advances also include any reasonable “out-of-pocket” costs and
expenses (including legal fees) incurred by Ocwen in connection with executing
and recording instruments of satisfaction, deeds of reconveyance or Assignments
of Mortgage in connection with any foreclosure in respect of any Mortgage Loan
to the extent not recovered from the related Mortgagor or otherwise payable
under this Agreement. Ocwen shall not be required to make any Servicing Advance
that would be a Nonrecoverable Advance.
With
respect to each Servicer other than Ocwen, “Servicing Advances” shall have the
meaning set forth in the related Servicing Agreement.
“Servicing
Agreement”: Each of the Servicing Agreements, between the Seller, as purchaser,
and the related Servicer (other than Ocwen), as servicer, as reconstituted
by
the related Reconstitution Agreement, as the same may be amended from time
to
time.
“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation
AB, as such may be amended from time to time.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
the Servicer, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate (without regard to
the
words “:per annum”) and (b) the outstanding principal balance of such Mortgage
Loan. 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. The obligation for payment of the Servicing Fee
is
limited to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds) of
such Monthly Payment collected by the Servicer, or as otherwise provided under
Section 3.11.
“Servicing
Fee Rate”: With respect to Ocwen, 0.500% per annum. With respect to each
Servicer other than Ocwen, the rate set forth in the related Servicing
Agreement.
“Servicing
Officer”: Any officer of a Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such Servicer
to
the Master Servicer, the Trust Administrator, the Trustee and the Depositor
on
the Closing Date, as such list may from time to time be amended. With respect
to
the Master Servicer, any officer of the Master Servicer involved in or
responsible for, the administration and master servicing of the Mortgage Loans
whose name appears on a list of master Servicing Officers furnished by the
Master Servicer to the Trustee, the Trust Administrator and the Depositor upon
request, as such list may from time to time be amended.
“Servicing
Standard”: Shall mean the standards set forth in Section 3.01.
“Servicing
Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
incurred by the Trustee or the Master Servicer in connection with the transfer
of servicing from a predecessor servicer, including, without limitation, any
reasonable costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the Trustee or the Master Servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the Master Servicer (or any successor servicer appointed pursuant
to
Section 7.02) to service the Mortgage Loans properly and effectively and any
fees associated with MERS.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage Loan
as
of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum of
(i)
the principal portion of each Monthly Payment due on a Due Date subsequent
to
the Cut-off Date to the extent received from the Mortgagor or advanced by the
related Servicer and distributed pursuant to Section 4.01 on or before such
date
of determination, (ii) all Principal Prepayments received after the Cut-off
Date
to the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a
result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up to
but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date following the
Distribution Date on which the aggregate Certificate Principal Balance of the
Senior Certificates has been reduced to zero and (ii) the later to occur of
(x)
the Distribution Date occurring in March 2010 and (y) the first Distribution
Date on which the Credit Enhancement Percentage (calculated for this purpose
only after taking into account payments of principal on the Mortgage Loans
but
prior to 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) is equal to or greater
than 39.30%.
“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the
overall servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
under
the direction or authority of any Servicer (or a Sub-Servicer of any Servicer),
the Master Servicer, the Trustee, any Custodian or the Trust
Administrator.
“Sub-Servicer”:
Any Person with which a Servicer has entered into a Sub- Servicing Agreement
and
which meets the qualifications of a Sub-Servicer pursuant to Section 3.02
(in
the
case of Ocwen) or pursunt to the related Servicing Agreement (in the case of
each Servicer other than Ocwen).
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 (in the case of Ocwen) or the requirements of the
related Servicing Agreement (in the case of each Servicer other than Ocwen)
and
is otherwise acceptable to the related Servicer.
“Sub-Servicing
Agreement”: The written contract between a Servicer and a Sub-Servicer relating
to servicing and administration of certain Mortgage Loans as provided in Section
3.02 (in the case of Ocwen) or pursunt to the related Servicing Agreement (in
the case of each Servicer other than Ocwen).
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the related
Servicer (net of any related expenses permitted to be reimbursed) pursuant
to
Section 3.11 (in the case of Ocwen) or pursunt to the related Servicing
Agreement (in the case of each Servicer other than Ocwen) specifically related
to a Mortgage Loan that was the subject of a liquidation or an REO Disposition
prior to the related Prepayment Period that resulted in a Realized
Loss.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.10(a).
“Supplemental
Interest Trust Trustee”: Xxxxx Fargo Bank, N.A., a national banking association,
not in its individual capacity but solely in its capacity as supplemental
interest Trust Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.10. The Swap Account must be an Eligible Account.
“Swap
Collateral Account”: The account or accounts created and maintained pursuant to
Section 4.14.
“Swap
Credit Support Annex”: The credit support annex, dated the Closing Date, between
the Supplemental Interest Trust Trustee on behalf of the Supplement Interest
Trust and the Interest Rate Swap Provider, which is annexed to and forms part
of
the Interest Rate Swap Agreement.
“Swap
Expense Fee Rate”: For any Distribution Date, is an amount expressed as a per
annum rate, equal to the sum of (a) the product of (i) the Net Swap Payment
made
to the Swap Provider divided by the aggregate Principal Balance of the Mortgage
Loans as of the first day of the related Due Period or, in the case of the
first
Distribution Date, the Cut-off Date, adjusted, except in the case of the first
Distribution Date, to reflect unscheduled principal payments made thereafter
during the Prepayment Period that includes such first day of the related Due
Period and (ii) 12 and (b) the product of (i) any Swap Termination Payment
(other than a Swap Termination Payment resulting from a Swap Provider Trigger
Event) made to the Swap Provider divided by the aggregate Principal Balance
of
the Mortgage Loans as of the first day of the related Due Period or, in the
case
of the first Distribution Date, the Cut-off Date, adjusted, except in the case
of the first Distribution Date, to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day of the
related Due Period and (ii) 12.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to a
discrepancy between the Uncertificated Notional Amount of the REMIC 6 Regular
Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap
Provider”: The swap provider under the Interest Rate Swap Agreement. Initially,
the swap provider shall be Bear Xxxxxxx Financial Products Inc.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined in
the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trust Administrator on behalf of each REMIC, together with any and all
other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01(a) hereof.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(i) the
Delinquency Percentage exceeds the applicable percentages 40.71%
of
the Credit Enhancement Percentage
for the
prior Distribution Date:
or
(ii) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date (the “Realized Loss Percentage”), exceeds
the applicable percentages set forth below with respect to such Distribution
Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
March
2009 through February 2010
|
1.25%
for the first month, plus an additional 1/12th
of
1.50% for each month thereafter.
|
|
March
2010 through February 2011
|
2.75%
for the first month, plus an additional 1/12th
of
1.60% for each month thereafter.
|
|
March
2011 through February 2012
|
4.35%
for the first month, plus an additional 1/12th
of
1.30% for each month thereafter.
|
|
March
2012 through February 2013
|
5.65%
for the first month, plus an additional 1/12th
of
0.80% for each month thereafter.
|
|
March
2013 through February 2014
|
6.45%
for the first month, plus an additional 1/12th
of
0.10% for each month thereafter.
|
|
March
2014 and thereafter
|
6.55%
|
“Trust”:
Soundview Home Loan Trust 2007-1, the trust created hereunder.
“Trust
Administrator”: Xxxxx Fargo Bank, N.A. or any successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, any Servicer
Prepayment Charge Payment Amounts, the Net WAC Rate Carryover Reserve Account,
the Swap Account, the Supplemental Interest Trust, the Interest Rate Swap
Agreement, the Basis Risk Cap Agreement, distributions made to the Trust
Administrator by the Cap Trustee pursuant to the Interest Rate Cap Agreement,
the Cap Allocation Agreement and the Cap Account.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or any
successor trustee appointed as herein provided.
“Trustee
Compensation”: Such compensation, if any, as set forth in the separate fee
schedule between the Trustee and the Depositor, which compensation shall be
payable to the Trustee on each Distribution Date pursuant to Section 8.05 as
compensation for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties of the Trustee hereunder.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance
of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 2 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
1 Regular Interests
|
|
1st
through 10th
|
I-1-A
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through I-51-A
|
|
19
|
I-10-A
through I-51-A
|
|
20
|
I-11-A
through I-51-A
|
|
21
|
I-12-A
through I-51-A
|
|
22
|
I-13-A
through I-51-A
|
|
23
|
I-14-A
through I-51-A
|
|
24
|
I-15-A
through I-51-A
|
|
25
|
I-16-A
through I-51-A
|
|
26
|
I-17-A
through I-51-A
|
|
27
|
I-18-A
through I-51-A
|
|
28
|
I-19-A
through I-51-A
|
|
29
|
I-20-A
through I-51-A
|
|
30
|
I-21-A
through I-51-A
|
|
31
|
I-22-A
through I-51-A
|
|
32
|
I-23-A
through I-51-A
|
|
33
|
I-24-A
through I-51-A
|
|
34
|
I-25-A
through I-51-A
|
|
35
|
I-26-A
through I-51-A
|
|
36
|
I-27-A
through I-51-A
|
|
37
|
I-28-A
through I-51-A
|
|
38
|
I-29-A
through I-51-A
|
|
39
|
I-30-A
through I-51-A
|
|
40
|
I-31-A
through I-51-A
|
|
41
|
I-32-A
through I-51-A
|
|
42
|
I-33-A
through I-51-A
|
|
43
|
I-34-A
through I-51-A
|
|
44
|
I-35-A
through I-51-A
|
|
45
|
I-36-A
through I-51-A
|
|
46
|
I-37-A
through I-51-A
|
|
47
|
I-38-A
through I-51-A
|
|
48
|
I-39-A
through I-51-A
|
|
49
|
I-40-A
through I-51-A
|
|
50
|
I-41-A
through I-51-A
|
|
51
|
I-42-A
through I-51-A
|
|
52
|
I-43-A
through I-51-A
|
|
53
|
I-44-A
through I-51-A
|
|
54
|
I-45-A
through I-51-A
|
|
55
|
I-46-A
through I-51-A
|
|
56
|
I-47-A
through I-51-A
|
|
57
|
I-48-A
through I-51-A
|
|
58
|
I-49-A
through I-51-A
|
|
59
|
I-50-A
and I-51-A
|
|
60
|
I-51-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 2 Regular Interest
LTIO.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest, the amount of
such REMIC Regular Interest outstanding as of any date of determination. As
of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement hereto
as
its initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.08 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.08, and the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ shall be increased by interest deferrals as
provided in Section 4.08. With respect to the Class C Interest as of any date
of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Senior Certificates, the
Mezzanine Certificates and the Class P Certificates then outstanding. The
Uncertificated Principal Balance of each REMIC Regular Interest that has an
Uncertificated Principal Balance shall never be less than zero.
“Uncertificated
REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or the
Uncertificated REMIC 2 Pass-Through Rate, as applicable.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC
1 Regular Interest P, a per annum rate equal to the weighted average of the
Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to each REMIC
1
Regular Interest ending with the designation “A”, a per annum rate equal to the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans
multiplied by 2, subject to a maximum rate of 10.700%. With respect to each
REMIC 1 Regular Interest ending with the designation “B”, the greater of (x) a
per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
average of the Adjusted Net Mortgage Rates of the Mortgage Loans over (ii)
10.700% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”:
With
respect to REMIC 2 Regular Interest LTAA, REMIC
2
Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTIIA4, REMIC
2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8A, REMIC 2 Regular Interest LTM8B, REMIC 2 Regular Interest LTM9, REMIC
2
Regular Interest LTM10, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular
Interest LTP, a
per
annum rate (but not less than zero) equal to the weighted average of (v) with
respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest P, the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests
for
each such Distribution Date, (w) with respect to REMIC 1 Regular Interests
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests, weighted on
the
basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interests
for each such Distribution Date and (x) with respect to REMIC 1 Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for each such REMIC 1
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1st
through 9h
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
10
|
I-1-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
11
|
I-2-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
12
|
I-3-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
and I-2-A
|