FINANCIAL ASSET SECURITIES CORP., Depositor OPTION ONE MORTGAGE CORPORATION, Servicer and WELLS FARGO BANK, N.A., Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2007 Soundview Home Loan Trust 2007-OPT5 Asset-Backed Certificates, Series...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
OPTION
ONE MORTGAGE CORPORATION,
Servicer
and
XXXXX
FARGO BANK, N.A.,
Trustee
Dated
as
of October 1, 2007
___________________________
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 the Originator or the
Seller.
|
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the 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
|
Acceptance
of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 REMIC 7 and
REMIC
8 by the Trustee; Conveyance of REMIC 1 Regular Interests, Class
C
Interest and Class P Interest; Issuance of
Certificates.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of the Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
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; Escrow
Accounts.
|
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13
|
[Reserved].
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports
to the Trustee; Collection Account Statements.
|
|
SECTION
3.20
|
Statement
of Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
Access
to Certain Documentation; Filing of Reports by Trustee.
|
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25
|
[Reserved].
|
|
SECTION
3.26
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.27
|
Solicitations.
|
|
SECTION
3.28
|
[Reserved].
|
|
SECTION
3.29
|
Advance
Facility.
|
|
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
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.07
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.08
|
Allocation
of Realized Losses.
|
|
SECTION
4.09
|
Swap
Account.
|
|
SECTION
4.10
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
SECTION
4.11
|
Cap
Account.
|
|
SECTION
4.12
|
Collateral
Accounts
|
|
SECTION
4.13
|
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
SERVICER and THE DEPOSITOR
|
|
|
SECTION
6.01
|
Liability
of the Servicer and the Depositor.
|
|
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
|
SECTION
6.03
|
Limitation
on Liability of the Servicer and Others.
|
|
SECTION
6.04
|
Servicer
Not to Resign.
|
|
SECTION
6.05
|
Delegation
of Duties.
|
|
SECTION
6.06
|
[Reserved].
|
|
SECTION
6.07
|
Inspection.
|
|
SECTION
6.08
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.09
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.10
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII
|
|
|
DEFAULT
|
|
|
SECTION
7.01
|
Servicer
Events of Termination.
|
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03
|
Waiver
of Defaults.
|
|
SECTION
7.04
|
Notification
to Certificateholders.
|
|
SECTION
7.05
|
Survivability
of Servicer Liabilities.
|
|
ARTICLE
VIII
|
|
|
THE
TRUSTEE
|
|
|
SECTION
8.01
|
Duties
of Trustee.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04
|
Trustee
May Own Certificates.
|
|
SECTION
8.05
|
Trustee
Compensation, Custodial Fee and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee.
|
|
SECTION
8.07
|
Resignation
or Removal of Trustee.
|
|
SECTION
8.08
|
Successor
Trustee.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee.
|
|
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.
|
|
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 and the NIMS Insurer.
|
|
SECTION
11.09
|
Further
Assurances.
|
|
SECTION
11.10
|
Third
Party Rights.
|
|
SECTION
11.11
|
Benefits
of Agreement.
|
|
SECTION
11.12
|
Acts
of Certificateholders.
|
|
SECTION
11.13
|
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 X-1 Certificates
|
|
Exhibit
A-6
|
Form
of Class X-2 Certificates
|
|
Exhibit
A-7
|
Form
of Class X-3 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-1B Certificates
|
|
Exhibit
A-10
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-2B Certificates
|
|
Exhibit
A-12
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-14
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-15
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-16
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-17
|
Form
of Class M-8 Certificates
|
|
Exhibit
A-18
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-19
|
Form
of Class C Certificates
|
|
Exhibit
A-20
|
Form
of Class P Certificates
|
|
Exhibit
A-21
|
Form
of Class R Certificates
|
|
Exhibit
A-22
|
Form
of Class R-X Certificates
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C
|
Form
of 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 Depositor with Form
10-K
|
|
Exhibit
N-2
|
Form
of Certification to be Provided to the Depositor by the
Trustee
|
|
Exhibit
N-3
|
Form
of Certification to be Provided to the Depositor by the
Servicer
|
|
Exhibit
O
|
Form
of Interest Rate Cap Agreement
|
|
Exhibit
P
|
Form
of Basis Risk Cap Agreement
|
|
Exhibit
Q
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
R
|
Servicing
Criteria
|
|
Exhibit
S
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement is dated as of October 1, 2007 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), OPTION ONE MORTGAGE CORPORATION, as servicer (the “Servicer”) and
XXXXX FARGO BANK, N.A., 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) Class II-A-3
Certificates, (v) the Class X-1 Certificates, (vi) the Class X-2 Certificates,
(vii) the Class X-3 Certificates, (viii) the Class M-1 Certificates, (ix) the
Class M-1B Certificates, (x) the Class M-2 Certificates, (xi) the Class M-2B
Certificates, (xii) the Class M-3 Certificates, (xiii) the Class M-4
Certificates, (xiv) the Class M-5 Certificates, (xv) the Class M-6 Certificates,
(xvi) the Class M-7 Certificates, (xvii) the Class M-8 Certificates, (xviii)
the
Class M-9 Certificates, (xix) the Class C Certificates, (xx) the Class P
Certificates, (xxi) the Class R Certificates and (xxii) the Class R-X
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
Swap Account, any Servicer Prepayment Charge Payment Amounts, the Supplemental
Interest Trust, the Cap Trust, the Interest Rate Cap Agreement, the Cap Account,
the Cap Allocation Agreement, the Interest Rate Swap Agreement and the Basis
Risk Cap 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)
|
$
|
74,494,429.04
|
October
25, 2037
|
|||||
|
I-1-A
|
Variable(2)
|
$
|
6,625,870.23
|
October
25, 2037
|
|||||
|
I-1-B
|
Variable(2)
|
$
|
6,625,870.23
|
October
25, 2037
|
|||||
|
I-2-A
|
Variable(2)
|
$
|
6,610,964.84
|
October
25, 2037
|
|||||
|
I-2-B
|
Variable(2)
|
$
|
6,610,964.84
|
October
25, 2037
|
|||||
|
I-3-A
|
Variable(2)
|
$
|
6,477,336.49
|
October
25, 2037
|
|||||
|
I-3-B
|
Variable(2)
|
$
|
6,477,336.49
|
October
25, 2037
|
|||||
|
I-4-A
|
Variable(2)
|
$
|
6,346,419.11
|
October
25, 2037
|
|||||
|
I-4-B
|
Variable(2)
|
$
|
6,346,419.11
|
October
25, 2037
|
|||||
|
I-5-A
|
Variable(2)
|
$
|
6,218,153.91
|
October
25, 2037
|
|||||
|
I-5-B
|
Variable(2)
|
$
|
6,218,153.91
|
October
25, 2037
|
|||||
|
I-6-A
|
Variable(2)
|
$
|
6,092,489.33
|
October
25, 2037
|
|||||
|
I-6-B
|
Variable(2)
|
$
|
6,092,489.33
|
October
25, 2037
|
|||||
|
I-7-A
|
Variable(2)
|
$
|
5,969,371.09
|
October
25, 2037
|
|||||
|
I-7-B
|
Variable(2)
|
$
|
5,969,371.09
|
October
25, 2037
|
|||||
|
I-8-A
|
Variable(2)
|
$
|
5,848,748.54
|
October
25, 2037
|
|||||
|
I-8-B
|
Variable(2)
|
$
|
5,848,748.54
|
October
25, 2037
|
|||||
|
I-9-A
|
Variable(2)
|
$
|
5,994,109.98
|
October
25, 2037
|
|||||
|
I-9-B
|
Variable(2)
|
$
|
5,994,109.98
|
October
25, 2037
|
|||||
|
I-10-A
|
Variable(2)
|
$
|
5,800,738.87
|
October
25, 2037
|
|||||
|
I-10-B
|
Variable(2)
|
$
|
5,800,738.87
|
October
25, 2037
|
|||||
|
I-11-A
|
Variable(2)
|
$
|
6,444,617.55
|
October
25, 2037
|
|||||
|
I-11-B
|
Variable(2)
|
$
|
6,444,617.55
|
October
25, 2037
|
|||||
|
I-12-A
|
Variable(2)
|
$
|
21,558,191.62
|
October
25, 2037
|
|||||
|
I-12-B
|
Variable(2)
|
$
|
21,558,191.62
|
October
25, 2037
|
|||||
|
I-13-A
|
Variable(2)
|
$
|
24,506,535.45
|
October
25, 2037
|
|||||
|
I-13-B
|
Variable(2)
|
$
|
24,506,535.45
|
October
25, 2037
|
|||||
|
I-14-A
|
Variable(2)
|
$
|
12,415,862.89
|
October
25, 2037
|
|||||
|
I-14-B
|
Variable(2)
|
$
|
12,415,862.89
|
October
25, 2037
|
|||||
|
I-15-A
|
Variable(2)
|
$
|
11,513,586.80
|
October
25, 2037
|
|||||
|
I-15-B
|
Variable(2)
|
$
|
11,513,586.80
|
October
25, 2037
|
|||||
|
I-16-A
|
Variable(2)
|
$
|
10,598,500.29
|
October
25, 2037
|
|||||
|
I-16-B
|
Variable(2)
|
$
|
10,598,500.29
|
October
25, 2037
|
|||||
|
I-17-A
|
Variable(2)
|
$
|
7,065,352.98
|
October
25, 2037
|
|||||
|
I-17-B
|
Variable(2)
|
$
|
7,065,352.98
|
October
25, 2037
|
|||||
|
I-18-A
|
Variable(2)
|
$
|
4,532,472.14
|
October
25, 2037
|
|||||
|
I-18-B
|
Variable(2)
|
$
|
4,532,472.14
|
October
25, 2037
|
|||||
|
I-19-A
|
Variable(2)
|
$
|
4,409,715.73
|
October
25, 2037
|
|||||
|
I-19-B
|
Variable(2)
|
$
|
4,409,715.73
|
October
25, 2037
|
|||||
|
I-20-A
|
Variable(2)
|
$
|
4,290,444.60
|
October
25, 2037
|
|||||
|
I-20-B
|
Variable(2)
|
$
|
4,290,444.60
|
October
25, 2037
|
|||||
|
I-21-A
|
Variable(2)
|
$
|
4,174,557.44
|
October
25, 2037
|
|||||
|
I-21-B
|
Variable(2)
|
$
|
4,174,557.44
|
October
25, 2037
|
|||||
|
I-22-A
|
Variable(2)
|
$
|
4,220,634.96
|
October
25, 2037
|
|||||
|
I-22-B
|
Variable(2)
|
$
|
4,220,634.96
|
October
25, 2037
|
|||||
|
I-23-A
|
Variable(2)
|
$
|
4,096,100.18
|
October
25, 2037
|
|||||
|
I-23-B
|
Variable(2)
|
$
|
4,096,100.18
|
October
25, 2037
|
|||||
|
I-24-A
|
Variable(2)
|
$
|
4,289,749.89
|
October
25, 2037
|
|||||
|
I-24-B
|
Variable(2)
|
$
|
4,289,749.89
|
October
25, 2037
|
|||||
|
I-25-A
|
Variable(2)
|
$
|
43,006,315.13
|
October
25, 2037
|
|||||
|
I-25-B
|
Variable(2)
|
$
|
43,006,315.13
|
October
25, 2037
|
|||||
|
I-26-A
|
Variable(2)
|
$
|
14,684,094.88
|
October
25, 2037
|
|||||
|
I-26-B
|
Variable(2)
|
$
|
14,684,094.88
|
October
25, 2037
|
|||||
|
I-27-A
|
Variable(2)
|
$
|
1,956,655.32
|
October
25, 2037
|
|||||
|
I-27-B
|
Variable(2)
|
$
|
1,956,655.32
|
October
25, 2037
|
|||||
|
I-28-A
|
Variable(2)
|
$
|
1,911,106.97
|
October
25, 2037
|
|||||
|
I-28-B
|
Variable(2)
|
$
|
1,911,106.97
|
October
25, 2037
|
|||||
|
I-29-A
|
Variable(2)
|
$
|
1,866,701.07
|
October
25, 2037
|
|||||
|
I-29-B
|
Variable(2)
|
$
|
1,866,701.07
|
October
25, 2037
|
|||||
|
I-30-A
|
Variable(2)
|
$
|
1,823,409.60
|
October
25, 2037
|
|||||
|
I-30-B
|
Variable(2)
|
$
|
1,823,409.60
|
October
25, 2037
|
|||||
|
I-31-A
|
Variable(2)
|
$
|
1,781,199.99
|
October
25, 2037
|
|||||
|
I-31-B
|
Variable(2)
|
$
|
1,781,199.99
|
October
25, 2037
|
|||||
|
I-32-A
|
Variable(2)
|
$
|
1,740,045.09
|
October
25, 2037
|
|||||
|
I-32-B
|
Variable(2)
|
$
|
1,740,045.09
|
October
25, 2037
|
|||||
|
I-33-A
|
Variable(2)
|
$
|
1,699,915.97
|
October
25, 2037
|
|||||
|
I-33-B
|
Variable(2)
|
$
|
1,699,915.97
|
October
25, 2037
|
|||||
|
I-34-A
|
Variable(2)
|
$
|
1,660,785.49
|
October
25, 2037
|
|||||
|
I-34-B
|
Variable(2)
|
$
|
1,660,785.49
|
October
25, 2037
|
|||||
|
I-35-A
|
Variable(2)
|
$
|
1,622,625.60
|
October
25, 2037
|
|||||
|
I-35-B
|
Variable(2)
|
$
|
1,622,625.60
|
October
25, 2037
|
|||||
|
I-36-A
|
Variable(2)
|
$
|
1,585,413.69
|
October
25, 2037
|
|||||
|
I-36-B
|
Variable(2)
|
$
|
1,585,413.69
|
October
25, 2037
|
|||||
|
I-37-A
|
Variable(2)
|
$
|
1,549,121.73
|
October
25, 2037
|
|||||
|
I-37-B
|
Variable(2)
|
$
|
1,549,121.73
|
October
25, 2037
|
|||||
|
I-38-A
|
Variable(2)
|
$
|
1,513,725.28
|
October
25, 2037
|
|||||
|
I-38-B
|
Variable(2)
|
$
|
1,513,725.28
|
October
25, 2037
|
|||||
|
I-39-A
|
Variable(2)
|
$
|
1,479,203.55
|
October
25, 2037
|
|||||
|
I-39-B
|
Variable(2)
|
$
|
1,479,203.55
|
October
25, 2037
|
|||||
|
I-40-A
|
Variable(2)
|
$
|
1,445,529.39
|
October
25, 2037
|
|||||
|
I-40-B
|
Variable(2)
|
$
|
1,445,529.39
|
October
25, 2037
|
|||||
|
I-41-A
|
Variable(2)
|
$
|
1,412,683.80
|
October
25, 2037
|
|||||
|
I-41-B
|
Variable(2)
|
$
|
1,412,683.80
|
October
25, 2037
|
|||||
|
I-42-A
|
Variable(2)
|
$
|
1,380,642.38
|
October
25, 2037
|
|||||
|
I-42-B
|
Variable(2)
|
$
|
1,380,642.38
|
October
25, 2037
|
|||||
|
I-43-A
|
Variable(2)
|
$
|
1,349,386.12
|
October
25, 2037
|
|||||
|
I-43-B
|
Variable(2)
|
$
|
1,349,386.12
|
October
25, 2037
|
|||||
|
I-44-A
|
Variable(2)
|
$
|
1,318,892.40
|
October
25, 2037
|
|||||
|
I-44-B
|
Variable(2)
|
$
|
1,318,892.40
|
October
25, 2037
|
|||||
|
I-45-A
|
Variable(2)
|
$
|
1,289,143.14
|
October
25, 2037
|
|||||
|
I-45-B
|
Variable(2)
|
$
|
1,289,143.14
|
October
25, 2037
|
|||||
|
I-46-A
|
Variable(2)
|
$
|
1,260,117.53
|
October
25, 2037
|
|||||
|
I-46-B
|
Variable(2)
|
$
|
1,260,117.53
|
October
25, 2037
|
|||||
|
I-47-A
|
Variable(2)
|
$
|
1,241,356.89
|
October
25, 2037
|
|||||
|
I-47-B
|
Variable(2)
|
$
|
1,241,356.89
|
October
25, 2037
|
|||||
|
I-48-A
|
Variable(2)
|
$
|
1,682,031.86
|
October
25, 2037
|
|||||
|
I-48-B
|
Variable(2)
|
$
|
1,682,031.86
|
October
25, 2037
|
|||||
|
I-49-A
|
Variable(2)
|
$
|
3,327,599.89
|
October
25, 2037
|
|||||
|
I-49-B
|
Variable(2)
|
$
|
3,327,599.89
|
October
25, 2037
|
|||||
|
I-50-A
|
Variable(2)
|
$
|
11,175,968.68
|
October
25, 2037
|
|||||
|
I-50-B
|
Variable(2)
|
$
|
11,175,968.68
|
October
25, 2037
|
|||||
|
I-51-A
|
Variable(2)
|
$
|
40,968,042.91
|
October
25, 2037
|
|||||
|
I-51-B
|
Variable(2)
|
$
|
40,968,042.91
|
October
25, 2037
|
|||||
|
II
|
Variable(2)
|
$
|
28,448,195.06
|
October
25, 2037
|
|||||
|
II-1-A
|
Variable(2)
|
$
|
2,530,307.27
|
October
25, 2037
|
|||||
|
II-1-B
|
Variable(2)
|
$
|
2,530,307.27
|
October
25, 2037
|
|||||
|
II-2-A
|
Variable(2)
|
$
|
2,524,615.16
|
October
25, 2037
|
|||||
|
II-2-B
|
Variable(2)
|
$
|
2,524,615.16
|
October
25, 2037
|
|||||
|
II-3-A
|
Variable(2)
|
$
|
2,473,584.76
|
October
25, 2037
|
|||||
|
II-3-B
|
Variable(2)
|
$
|
2,473,584.76
|
October
25, 2037
|
|||||
|
II-4-A
|
Variable(2)
|
$
|
2,423,589.64
|
October
25, 2037
|
|||||
|
II-4-B
|
Variable(2)
|
$
|
2,423,589.64
|
October
25, 2037
|
|||||
|
II-5-A
|
Variable(2)
|
$
|
2,374,607.34
|
October
25, 2037
|
|||||
|
II-5-B
|
Variable(2)
|
$
|
2,374,607.34
|
October
25, 2037
|
|||||
|
II-6-A
|
Variable(2)
|
$
|
2,326,618.17
|
October
25, 2037
|
|||||
|
II-6-B
|
Variable(2)
|
$
|
2,326,618.17
|
October
25, 2037
|
|||||
|
II-7-A
|
Variable(2)
|
$
|
2,279,601.41
|
October
25, 2037
|
|||||
|
II-7-B
|
Variable(2)
|
$
|
2,279,601.41
|
October
25, 2037
|
|||||
|
II-8-A
|
Variable(2)
|
$
|
2,233,537.71
|
October
25, 2037
|
|||||
|
II-8-B
|
Variable(2)
|
$
|
2,233,537.71
|
October
25, 2037
|
|||||
|
II-9-A
|
Variable(2)
|
$
|
2,289,048.77
|
October
25, 2037
|
|||||
|
II-9-B
|
Variable(2)
|
$
|
2,289,048.77
|
October
25, 2037
|
|||||
|
I-10-A
|
Variable(2)
|
$
|
2,215,203.63
|
October
25, 2037
|
|||||
|
II-10-B
|
Variable(2)
|
$
|
2,215,203.63
|
October
25, 2037
|
|||||
|
II-11-A
|
Variable(2)
|
$
|
2,461,089.95
|
October
25, 2037
|
|||||
|
II-11-B
|
Variable(2)
|
$
|
2,461,089.95
|
October
25, 2037
|
|||||
|
II-12-A
|
Variable(2)
|
$
|
8,232,707.13
|
October
25, 2037
|
|||||
|
II-12-B
|
Variable(2)
|
$
|
8,232,707.13
|
October
25, 2037
|
|||||
|
II-13-A
|
Variable(2)
|
$
|
9,358,629.55
|
October
25, 2037
|
|||||
|
II-13-B
|
Variable(2)
|
$
|
9,358,629.55
|
October
25, 2037
|
|||||
|
II-14-A
|
Variable(2)
|
$
|
4,741,407.11
|
October
25, 2037
|
|||||
|
II-14-B
|
Variable(2)
|
$
|
4,741,407.11
|
October
25, 2037
|
|||||
|
II-15-A
|
Variable(2)
|
$
|
4,396,843.20
|
October
25, 2037
|
|||||
|
II-15-B
|
Variable(2)
|
$
|
4,396,843.20
|
October
25, 2037
|
|||||
|
II-16-A
|
Variable(2)
|
$
|
4,047,387.21
|
October
25, 2037
|
|||||
|
II-16-B
|
Variable(2)
|
$
|
4,047,387.21
|
October
25, 2037
|
|||||
|
II-17-A
|
Variable(2)
|
$
|
2,698,138.27
|
October
25, 2037
|
|||||
|
II-17-B
|
Variable(2)
|
$
|
2,698,138.27
|
October
25, 2037
|
|||||
|
II-18-A
|
Variable(2)
|
$
|
1,730,874.11
|
October
25, 2037
|
|||||
|
II-18-B
|
Variable(2)
|
$
|
1,730,874.11
|
October
25, 2037
|
|||||
|
II-19-A
|
Variable(2)
|
$
|
1,683,995.52
|
October
25, 2037
|
|||||
|
II-19-B
|
Variable(2)
|
$
|
1,683,995.52
|
October
25, 2037
|
|||||
|
II-20-A
|
Variable(2)
|
$
|
1,638,447.90
|
October
25, 2037
|
|||||
|
II-20-B
|
Variable(2)
|
$
|
1,638,447.90
|
October
25, 2037
|
|||||
|
II-21-A
|
Variable(2)
|
$
|
1,594,192.56
|
October
25, 2037
|
|||||
|
II-21-B
|
Variable(2)
|
$
|
1,594,192.56
|
October
25, 2037
|
|||||
|
II-22-A
|
Variable(2)
|
$
|
1,611,788.79
|
October
25, 2037
|
|||||
|
II-22-B
|
Variable(2)
|
$
|
1,611,788.79
|
October
25, 2037
|
|||||
|
II-23-A
|
Variable(2)
|
$
|
1,564,231.07
|
October
25, 2037
|
|||||
|
II-23-B
|
Variable(2)
|
$
|
1,564,231.07
|
October
25, 2037
|
|||||
|
II-24-A
|
Variable(2)
|
$
|
1,638,182.61
|
October
25, 2037
|
|||||
|
II-24-B
|
Variable(2)
|
$
|
1,638,182.61
|
October
25, 2037
|
|||||
|
II-25-A
|
Variable(2)
|
$
|
16,423,381.12
|
October
25, 2037
|
|||||
|
II-25-B
|
Variable(2)
|
$
|
16,423,381.12
|
October
25, 2037
|
|||||
|
II-26-A
|
Variable(2)
|
$
|
5,607,606.37
|
October
25, 2037
|
|||||
|
II-26-B
|
Variable(2)
|
$
|
5,607,606.37
|
October
25, 2037
|
|||||
|
II-27-A
|
Variable(2)
|
$
|
747,213.43
|
October
25, 2037
|
|||||
|
II-27-B
|
Variable(2)
|
$
|
747,213.43
|
October
25, 2037
|
|||||
|
II-28-A
|
Variable(2)
|
$
|
729,819.28
|
October
25, 2037
|
|||||
|
II-28-B
|
Variable(2)
|
$
|
729,819.28
|
October
25, 2037
|
|||||
|
II-29-A
|
Variable(2)
|
$
|
712,861.43
|
October
25, 2037
|
|||||
|
II-29-B
|
Variable(2)
|
$
|
712,861.43
|
October
25, 2037
|
|||||
|
II-30-A
|
Variable(2)
|
$
|
696,329.15
|
October
25, 2037
|
|||||
|
II-30-B
|
Variable(2)
|
$
|
696,329.15
|
October
25, 2037
|
|||||
|
II-31-A
|
Variable(2)
|
$
|
680,210.01
|
October
25, 2037
|
|||||
|
II-31-B
|
Variable(2)
|
$
|
680,210.01
|
October
25, 2037
|
|||||
|
II-32-A
|
Variable(2)
|
$
|
664,493.66
|
October
25, 2037
|
|||||
|
II-32-B
|
Variable(2)
|
$
|
664,493.66
|
October
25, 2037
|
|||||
|
II-33-A
|
Variable(2)
|
$
|
649,169.03
|
October
25, 2037
|
|||||
|
II-33-B
|
Variable(2)
|
$
|
649,169.03
|
October
25, 2037
|
|||||
|
II-34-A
|
Variable(2)
|
$
|
634,225.76
|
October
25, 2037
|
|||||
|
II-34-B
|
Variable(2)
|
$
|
634,225.76
|
October
25, 2037
|
|||||
|
II-35-A
|
Variable(2)
|
$
|
619,653.15
|
October
25, 2037
|
|||||
|
II-35-B
|
Variable(2)
|
$
|
619,653.15
|
October
25, 2037
|
|||||
|
II-36-A
|
Variable(2)
|
$
|
605,442.56
|
October
25, 2037
|
|||||
|
II-36-B
|
Variable(2)
|
$
|
605,442.56
|
October
25, 2037
|
|||||
|
II-37-A
|
Variable(2)
|
$
|
591,583.27
|
October
25, 2037
|
|||||
|
II-37-B
|
Variable(2)
|
$
|
591,583.27
|
October
25, 2037
|
|||||
|
I-38-A
|
Variable(2)
|
$
|
578,065.97
|
October
25, 2037
|
|||||
|
II-38-B
|
Variable(2)
|
$
|
578,065.97
|
October
25, 2037
|
|||||
|
II-39-A
|
Variable(2)
|
$
|
564,882.70
|
October
25, 2037
|
|||||
|
II-39-B
|
Variable(2)
|
$
|
564,882.70
|
October
25, 2037
|
|||||
|
II-40-A
|
Variable(2)
|
$
|
552,023.11
|
October
25, 2037
|
|||||
|
II-40-B
|
Variable(2)
|
$
|
552,023.11
|
October
25, 2037
|
|||||
|
II-41-A
|
Variable(2)
|
$
|
539,479.95
|
October
25, 2037
|
|||||
|
II-41-B
|
Variable(2)
|
$
|
539,479.95
|
October
25, 2037
|
|||||
|
II-42-A
|
Variable(2)
|
$
|
527,243.87
|
October
25, 2037
|
|||||
|
II-42-B
|
Variable(2)
|
$
|
527,243.87
|
October
25, 2037
|
|||||
|
II-43-A
|
Variable(2)
|
$
|
515,307.63
|
October
25, 2037
|
|||||
|
II-43-B
|
Variable(2)
|
$
|
515,307.63
|
October
25, 2037
|
|||||
|
II-44-A
|
Variable(2)
|
$
|
503,662.60
|
October
25, 2037
|
|||||
|
II-44-B
|
Variable(2)
|
$
|
503,662.60
|
October
25, 2037
|
|||||
|
II-45-A
|
Variable(2)
|
$
|
492,301.86
|
October
25, 2037
|
|||||
|
II-45-B
|
Variable(2)
|
$
|
492,301.86
|
October
25, 2037
|
|||||
|
II-46-A
|
Variable(2)
|
$
|
481,217.47
|
October
25, 2037
|
|||||
|
II-46-B
|
Variable(2)
|
$
|
481,217.47
|
October
25, 2037
|
|||||
|
II-47-A
|
Variable(2)
|
$
|
474,053.11
|
October
25, 2037
|
|||||
|
II-47-B
|
Variable(2)
|
$
|
474,053.11
|
October
25, 2037
|
|||||
|
II-48-A
|
Variable(2)
|
$
|
642,339.39
|
October
25, 2037
|
|||||
|
II-48-B
|
Variable(2)
|
$
|
642,339.39
|
October
25, 2037
|
|||||
|
II-49-A
|
Variable(2)
|
$
|
1,270,753.86
|
October
25, 2037
|
|||||
|
II-49-B
|
Variable(2)
|
$
|
1,270,753.86
|
October
25, 2037
|
|||||
|
II-50-A
|
Variable(2)
|
$
|
4,267,912.57
|
October
25, 2037
|
|||||
|
II-50-B
|
Variable(2)
|
$
|
4,267,912.57
|
October
25, 2037
|
|||||
|
II-51-A
|
Variable(2)
|
$
|
15,644,999.59
|
October
25, 2037
|
|||||
|
II-51-B
|
Variable(2)
|
$
|
15,644,999.59
|
October
25, 2037
|
|||||
|
P
|
Variable(2)
|
$
|
100.00
|
October
25, 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)
|
$
|
502,532,643.81
|
October
25, 2037
|
|
|
LTIA1
|
Variable(2)
|
$
|
2,712,590.00
|
October
25, 2037
|
|
|
LTIIA1
|
Variable(2)
|
$
|
346,135.00
|
October
25, 2037
|
|
|
LTIIA2
|
Variable(2)
|
$
|
565,645.00
|
October
25, 2037
|
|
|
LTIIA3
|
Variable(2)
|
$
|
124,115.00
|
October
25, 2037
|
|
|
LTM1
|
Variable(2)
|
$
|
83,655.00
|
October
25, 2037
|
|
|
LTM1B
|
Variable(2)
|
$
|
83,000.00
|
October
25, 2037
|
|
|
LTM2
|
Variable(2)
|
$
|
75,000.00
|
October
25, 2037
|
|
|
LTM2B
|
Variable(2)
|
$
|
53,195.00
|
October
25, 2037
|
|
|
LTM3
|
Variable(2)
|
$
|
230,755.00
|
October
25, 2037
|
|
|
LTM4
|
Variable(2)
|
$
|
105,120.00
|
October
25, 2037
|
|
|
LTM5
|
Variable(2)
|
$
|
102,560.00
|
October
25, 2037
|
|
|
LTM6
|
Variable(2)
|
$
|
74,355.00
|
October
25, 2037
|
|
|
LTM7
|
Variable(2)
|
$
|
61,535.00
|
October
25, 2037
|
|
|
LTM8
|
Variable(2)
|
$
|
56,405.00
|
October
25, 2037
|
|
|
LTM9
|
Variable(2)
|
$
|
76,920.00
|
October
25, 2037
|
|
|
LTZZ
|
Variable(2)
|
$
|
5,504,783.24
|
October
25, 2037
|
|
|
LTP
|
Variable(2)
|
$
|
100.00
|
October
25, 2037
|
|
|
LTIO
|
Variable(2)
|
|
(3)
|
October
25, 2037
|
|
|
LT1SUB
|
Variable(2)
|
$
|
19,964.09
|
October
25, 2037
|
|
|
LT1GRP
|
Variable(2)
|
$
|
74,215.90
|
October
25, 2037
|
|
|
LT2SUB
|
Variable(2)
|
$
|
7,623.89
|
October
25, 2037
|
|
|
LT2GRP
|
Variable(2)
|
$
|
28,341.79
|
October
25, 2037
|
|
|
LTXX
|
Variable(2)
|
$
|
512,658,266.38
|
October
25, 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 Notional
Amount.
|
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 under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 3 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 3
Regular Interests (as defined herein). None of the REMIC 3 Regular
Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 3
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||
|
LTIA1
|
Variable(2)
|
$
|
542,518,000.00
|
October
25, 2037
|
|
|
LTIIA1
|
Variable(2)
|
$
|
69,227,000.00
|
October
25, 2037
|
|
|
LTIIA2
|
Variable(2)
|
$
|
113,129,000.00
|
October
25, 2037
|
|
|
LTIIA3
|
Variable(2)
|
$
|
24,823,000.00
|
October
25, 2037
|
|
|
LTM1
|
Variable(2)
|
$
|
16,731,000.00
|
October
25, 2037
|
|
|
LTM1B
|
Variable(2)
|
$
|
16,600,000.00
|
October
25, 2037
|
|
|
LTM2
|
Variable(2)
|
$
|
15,000,000.00
|
October
25, 2037
|
|
|
LTM2B
|
Variable(2)
|
$
|
10,639,000.00
|
October
25, 2037
|
|
|
LTM3
|
Variable(2)
|
$
|
46,151,000.00
|
October
25, 2037
|
|
|
LTM4
|
Variable(2)
|
$
|
21,024,000.00
|
October
25, 2037
|
|
|
LTM5
|
Variable(2)
|
$
|
20,512,000.00
|
October
25, 2037
|
|
|
LTM6
|
Variable(2)
|
$
|
14,871,000.00
|
October
25, 2037
|
|
|
LTM7
|
Variable(2)
|
$
|
12,307,000.00
|
October
25, 2037
|
|
|
LTM8
|
Variable(2)
|
$
|
11,281,000.00
|
October
25, 2037
|
|
|
LTM9
|
Variable(2)
|
$
|
15,384,000.00
|
October
25, 2037
|
|
|
LTC
|
Variable(3)
|
$
|
75,379,824.10
|
October
25, 2037
|
|
|
LTP
|
N/A(4)
|
$
|
100.00
|
October
25, 2037
|
|
|
LTIO
|
(5)
|
(5)
|
October
25, 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 3 Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
3 Regular Interest LTC will accrue interest at its variable Uncertificated
REMIC 3 Pass-Through Rate on the Notional Amount of REMIC 3 Regular
Interest LTC outstanding from time to time. REMIC 3 Regular Interest
LTC
will not accrue interest on its Uncertificated Principal
Balance.
|
|
(4)
|
REMIC
3 Regular Interest LTP will not have an Uncertificated REMIC 3
Pass-Through Rate, but will be entitled to 100% of the Prepayment
Charges.
|
|
(5)
|
REMIC
3 Regular Interest LTIO will not have an Uncertificated REMIC 3
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 elect to treat the segregated pool of assets
consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC
4.” The Class R-4 Interest shall evidence the sole class of “residual
interests” in REMIC 4 for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
4 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 4 Regular Interests (as
defined herein). None of the REMIC 4 Regular Interests shall be
certificated:
|
Designation
|
Uncertificated
REMIC 4
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||
|
I-A-1
|
Variable(2)
|
$
|
542,518,000.00
|
October
25, 2037
|
|
|
II-A-1
|
Variable(2)
|
$
|
69,227,000.00
|
October
25, 2037
|
|
|
II-A-2
|
Variable(2)
|
$
|
113,129,000.00
|
October
25, 2037
|
|
|
II-A-3
|
Variable(2)
|
$
|
24,823,000.00
|
October
25, 2037
|
|
|
M-1
|
Variable(2)
|
$
|
16,731,000.00
|
October
25, 2037
|
|
|
M-1B
|
Variable(2)
|
$
|
16,600,000.00
|
October
25, 2037
|
|
|
M-2
|
Variable(2)
|
$
|
15,000,000.00
|
October
25, 2037
|
|
|
M-2B
|
Variable(2)
|
$
|
10,639,000.00
|
October
25, 2037
|
|
|
M-3
|
Variable(2)
|
$
|
46,151,000.00
|
October
25, 2037
|
|
|
M-4
|
Variable(2)
|
$
|
21,024,000.00
|
October
25, 2037
|
|
|
M-5
|
Variable(2)
|
$
|
20,512,000.00
|
October
25, 2037
|
|
|
M-6
|
Variable(2)
|
$
|
14,871,000.00
|
October
25, 2037
|
|
|
M-7
|
Variable(2)
|
$
|
12,307,000.00
|
October
25, 2037
|
|
|
M-8
|
Variable(2)
|
$
|
11,281,000.00
|
October
25, 2037
|
|
|
M-9
|
Variable(2)
|
$
|
15,384,000.00
|
October
25, 2037
|
|
|
C
|
Variable(3)
|
$
|
75,379,824.10
|
October
25, 2037
|
|
|
P
|
N/A(4)
|
$
|
100.00
|
October
25, 2037
|
|
|
IO
|
(5)
|
(5)
|
October
25, 2037
|
||
|
X-1
|
(6)
|
(6)
|
October
25, 2037
|
||
|
X-2-A-1
|
(7)
|
(7)
|
October
25, 2037
|
||
|
X-2-A-2
|
(7)
|
(7)
|
October
25, 2037
|
||
|
X-2-A-3
|
(7)
|
(7)
|
October
25, 2037
|
||
|
X-3-M-1
|
(8)
|
(8)
|
October
25, 2037
|
||
|
X-3-M-2
|
(8)
|
(8)
|
October
25, 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 4 Pass-Through
Rate” herein.
|
|
(3)
|
For
federal income tax purposes, REMIC 4 Regular Interest C will receive
100%
of amounts received in respect of REMIC 3 Regular Interest
LTC. REMIC 4 Regular Interest C will not accrue interest on its
Uncertificated Principal Balance.
|
|
(4)
|
REMIC
4 Regular Interest P will not accrue interest, but will be entitled
to
100% of the Prepayment Charges.
|
|
(5)
|
For
federal income tax purposes, REMIC 4 Regular Interest IO will be
entitled
to 100% of the amounts distributed on REMIC 3 Regular Interest
LTIO.
|
|
(6)
|
REMIC
4 Regular Interest X-1 will accrue interest at its “Uncertificated REMIC 4
Pass-Through Rate” on its Notional Amount outstanding from time to
time.
|
|
(7)
|
REMIC
4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and
REMIC 4
Regular Interest X-2-A-3 will accrue interest at their “Uncertificated
REMIC 4 Pass-Through Rates” on their Notional Amounts outstanding from
time to time.
|
|
(8)
|
REMIC
4 Regular Interest X-3-M-1 and REMIC 4 Regular Interest X-3-M-2 will
accrue interest at their “Uncertificated REMIC 4 Pass-Through Rates” on
their Notional Amounts outstanding from time to
time.
|
REMIC
5
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 4 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC
5.” The Class R-5 Interest shall evidence the sole class of “residual
interests” in REMIC 5 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance for each Class of Certificates
comprising the interests representing “regular interests” in REMIC 5 and, 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 5 created
hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||
|
Class
I-A-1
|
Variable(2)
|
$
|
542,518,000.00
|
October
25, 2037
|
|
|
Class
II-A-1
|
Variable(2)
|
$
|
69,227,000.00
|
October
25, 2037
|
|
|
Class
II-A-2
|
Variable(2)
|
$
|
113,129,000.00
|
October
25, 2037
|
|
|
Class
II-A-3
|
Variable(2)
|
$
|
24,823,000.00
|
October
25, 2037
|
|
|
Class
M-1
|
Variable(2)
|
$
|
16,731,000.00
|
October
25, 2037
|
|
|
Class
M-1B
|
Variable(2)
|
$
|
16,600,000.00
|
October
25, 2037
|
|
|
Class
M-2
|
Variable(2)
|
$
|
15,000,000.00
|
October
25, 2037
|
|
|
Class
M-2B
|
Variable(2)
|
$
|
10,639,000.00
|
October
25, 2037
|
|
|
Class
M-3
|
Variable(2)
|
$
|
46,151,000.00
|
October
25, 2037
|
|
|
Class
M-4
|
Variable(2)
|
$
|
21,024,000.00
|
October
25, 2037
|
|
|
Class
M-5
|
Variable(2)
|
$
|
20,512,000.00
|
October
25, 2037
|
|
|
Class
M-6
|
Variable(2)
|
$
|
14,871,000.00
|
October
25, 2037
|
|
|
Class
M-7
|
Variable(2)
|
$
|
12,307,000.00
|
October
25, 2037
|
|
|
Class
M-8
|
Variable(2)
|
$
|
11,281,000.00
|
October
25, 2037
|
|
|
Class
M-9
|
Variable(2)
|
$
|
15,384,000.00
|
October
25, 2037
|
|
|
Class
C Interest
|
Variable(3)
|
$
|
75,379,824.10
|
October
25, 2037
|
|
|
Class
P Interest
|
N/A(4)
|
$
|
100.00
|
October
25, 2037
|
|
|
Class
IO Interest
|
(5)
|
(5)
|
October
25, 2037
|
||
|
Class
X-1
|
(6)
|
(6)
|
October
25, 2037
|
||
|
Class
X-2
|
(7)
|
(7)
|
October
25, 2037
|
||
|
Class
X-3
|
(8)
|
(8)
|
|||
|
|
________________
|
|
(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 receive 100% of amounts received in respect
of REMIC
4 Regular Interest C. The Class C Interest will not accrue
interest on its Uncertificated Principal
Balance.
|
|
(4)
|
The
Class P Interest will not accrue interest, but will be entitled to
100% of
the Prepayment Charges.
|
|
(5)
|
For
federal income tax purposes, the Class IO Interest will receive 100%
of
the amounts received in respect of REMIC 4 Regular Interest
IO.
|
|
(6)
|
The
Class X-1 Certificates will receive 100% of the amounts received
in
respect of REMIC 4 Regular Interest
X-1.
|
|
(7)
|
The
Class X-2 Certificates represent ownership of the Class X-2 Components,
each of which is an uncertificated “regular interest” in REMIC 5 and each
of which will receive 100% of the amounts received in respect of
REMIC 4
Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC
4
Regular Interest X-2-A-3,
respectively.
|
|
(7)
|
The
Class X-3 Certificates represent ownership of the Class X-3 Components,
each of which is an uncertificated “regular interest” in REMIC 5 and each
of which will receive 100% of the amounts received in respect of
REMIC 4
Regular Interest X-3-M-1 and REMIC 4 Regular Interest X-3-M-2,
respectively.
|
REMIC
6
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
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 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 6 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
C
|
Variable(2)
|
$ 75,379,824.10
|
October
25, 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. The Class C Certificates will not accrue
interest on its Certificate Principal
Balance.
|
REMIC
7
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
7.” The Class R-7 Interest represents the sole class of “residual
interests” in REMIC 7 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 7 created hereunder:
|
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
P
|
N/A(2)
|
$ 100.00
|
October
25, 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
8
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
8.” The Class R-8 Interest represents the sole class of “residual
interests” in REMIC 8 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 8 Regular Interest, which will be
uncertificated.
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
SWAP
IO
|
Variable(2)
|
N/A
|
October
25, 2037
|
|
|
________________
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
|
(2)
|
REMIC
8 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 and the
Class X 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.
“1933
Act”: The Securities Act of 1933, as amended.
“Accrual
Period”: With respect to the Floating Rate Certificates and the Class X
Certificates (including the Class X-2 and Class X-3 Components) 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
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(b)(i)
“Adjustable-Rate
Mortgage Loan”: A first lien or second 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 and (ii) 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 and (ii) 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.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section 4.04.
“Advance
Facility”: As defined in Section 3.29 hereof.
“Advance
Facility Trustee”: As defined in Section 3.29 hereof.
“Advancing
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 Amounts for such Class of Certificates remaining
undistributed from the previous Distribution Date minus any Subsequent
Recoveries applied to that Allocated Realized Loss Amount.
“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”: The Assignment and Recognition Agreement, dated the
Closing Date, among the Seller, the Originator and the Depositor, pursuant
to
which certain of the Seller’s rights under the Master Agreement and the Guaranty
were assigned to the Depositor, substantially in the form attached hereto as
Exhibit C.
“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, Subsequent Recoveries,
Principal Prepayments, 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 by the Servicer in respect of related Prepayment Interest Shortfalls
for
such Distribution Date, (e) the aggregate of any Advances made by the 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 and (g) the amount of any
Prepayment Charges collected by the Servicer in connection with the full or
partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable
to the Servicer pursuant to Section 3.11(a), to the Trustee pursuant to Section
3.11(b), to the Credit Risk Manager or to 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) amounts deposited in the Collection Account
or the Distribution Account pursuant to clauses (a) through (g) above, as the
case may be, in error, (c) the amount of any Prepayment Charges collected by
the
Servicer in connection with the full or partial prepayment of any of the
Mortgage Loans and any Servicer Prepayment Charge Payment Amount and (d) any
indemnification payments or expense reimbursements made by the Trust Fund
pursuant to Section 6.03 or Section 8.05.
“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.
“Base
Rate”: For any Distribution Date and the Floating Rate Certificates, the sum of
(i) LIBOR plus (ii) the related Certificate Margin.
“Basis
Risk Cap Agreement”: The basis risk cap agreement, dated the Closing Date,
between the Basis Risk Cap Provider and the Trustee, including any schedule,
confirmations, credit support annex or other credit support document relating
thereto, and attached hereto as Exhibit P.
“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”: As defined in Section
4.12.
“Basis
Risk Cap Credit Support Annex”: The credit support annex, dated the Closing
Date, between the Trustee and the Basis Risk Cap Provider, which is annexed
to
and forms 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 and the Class X 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 Maryland, the State of Florida,
the State of New York, the State of California, the Commonwealth of
Pennsylvania, or in the city in which the Corporate Trust Office of the Trustee
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 4.11. The Cap Account must be an Eligible
Account.
“Cap
Allocation Agreement”: The Cap Allocation Agreement, dated as of the
Closing Date among the Trustee, the Cap Trustee and the Seller, a form of which
is attached hereto as Exhibit G.
“Cap
Trust”: As defined in the Cap Allocation Agreement.
“Cap
Trustee”: Xxxxx Fargo Bank, N.A., a national banking association, 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 or the 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 Trustee and
the NIMS Insurer may conclusively rely upon a certificate of the Depositor
or
the 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 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 each Class of Floating Rate Certificates and
for purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest
Deferral Amount, the specified REMIC 3 Regular Interest, as
follows:
|
Class
|
REMIC
3
Regular
Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
I-A-1
|
LTIA1
|
0.9000%
|
1.8000%
|
|
XX-X-0
|
XXXXX0
|
0.8000%
|
1.6000%
|
|
XX-X-0
|
XXXXX0
|
0.9500%
|
1.9000%
|
|
XX-X-0
|
XXXXX0
|
1.3000%
|
2.6000%
|
|
M-1
|
LTM1
|
1.6500%
|
2.4750%
|
|
M-1B
|
LTM1B
|
2.5000%
|
3.7500%
|
|
M-2
|
LTM2
|
2.1500%
|
3.2250%
|
|
M-2B
|
LTM2B
|
2.5000%
|
3.7500%
|
|
M-3
|
LTM3
|
2.8000%
|
4.2000%
|
|
M-4
|
LTM4
|
2.5000%
|
3.7500%
|
|
M-5
|
LTM5
|
2.5000%
|
3.7500%
|
|
M-6
|
LTM6
|
2.5000%
|
3.7500%
|
|
M-7
|
LTM7
|
2.5000%
|
3.7500%
|
|
M-8
|
LTM8
|
2.5000%
|
3.7500%
|
|
M-9
|
LTM9
|
2.5000%
|
3.7500%
|
__________
|
|
(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 4 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
Parties”: As defined in Section 4.05.
“Certifying
Person”: As defined in Section 4.05.
“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
A
Certificates”: Any one of the Class I-A-1 Certificates, Class II-A-1
Certificates, Class II-A-2 Certificates or Class II-A-3
Certificates.
“Class
C
Certificates”: Any one of the Class C Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-19, representing (i) a Regular Interest in
REMIC 6, (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 REMIC Regular
Interest in REMIC 5.
“Class
I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the
Trustee, 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 5, (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
Trustee, 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 5, (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
Trustee, 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 5, (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
Trustee, 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 5, (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 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
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 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-1B Certificate”: Any one of the Class M-1B Certificates executed by the
Trustee, 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 5, (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 Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date) and (ii) the aggregate Certificate Principal Balance
of the Class M-1 Certificates and Class M-1B Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 52.70%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the 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 Trustee,
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 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-2B Certificate”: Any one of the Class M-2B Certificates executed by the
Trustee, 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 5, (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 Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance
of
the Class M-1 Certificates and Class M-1B Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date) and (iii) the aggregate Certificate Principal Balance of
the
Class M-2 Certificates and Class M-2B Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 57.70% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the 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 Trustee,
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 5, (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 Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance
of
the Class M-1 Certificates and Class M-1B Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the aggregate Certificate Principal Balance of the
Class M-2 Certificates and Class M-2B 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) 66.70% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the 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 Trustee,
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 5, (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 Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance
of
the Class M-1 Certificates and Class M-1B Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the aggregate Certificate Principal Balance of the
Class M-2 Certificates and Class M-2B 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) 70.80% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the 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 Trustee,
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 5, (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 Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance
of
the Class M-1 Certificates and Class M-1B Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the aggregate Certificate Principal Balance of the
Class M-2 Certificates and Class M-2B Certificates (after taking into account
the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 74.80% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the 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 Trustee,
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 5, (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 Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (ii) the aggregate Certificate Principal
Balance of the Class M-1 Certificates and Class M-1B Certificates (after taking
into account the distribution of the Class M-1 Principal Distribution Amount
on
such Distribution Date), (iii) the aggregate Certificate Principal Balance
of
the Class M-2 Certificates and Class M-2B 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) 77.70% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the 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 Trustee,
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 5, (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 Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal Balance
of
the Class M-1 Certificates and Class M-1B Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the aggregate Certificate Principal Balance of the
Class M-2 Certificates and Class M-2B Certificates (after taking into account
the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 80.10% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the 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 one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-17, representing (i) a Regular Interest
in
REMIC 5, (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 Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution Amount
on such Distribution Date), (ii) the aggregate Certificate Principal