DELTA FUNDING CORPORATION, as Seller, RENAISSANCE MORTGAGE ACCEPTANCE CORP., as Depositor, OCWEN LOAN SERVICING, LLC, as Servicer HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee and WELLS FARGO BANK, N.A., as Master Servicer and Securities...
DELTA
FUNDING CORPORATION,
as
Seller,
RENAISSANCE
MORTGAGE ACCEPTANCE CORP.,
as
Depositor,
OCWEN
LOAN SERVICING, LLC,
as
Servicer
HSBC
BANK
USA, NATIONAL ASSOCIATION,
as
Trustee
and
XXXXX
FARGO BANK, N.A.,
as
Master
Servicer and Securities Administrator
_______________________
Dated
as
of August 1, 2007
______________________
Home
Equity Loan Asset-Backed Certificates,
Series
2007-3
|
ARTICLE
I DEFINITIONS
|
|
|
Section
1.01.
|
Definitions.
|
|
Section
1.02.
|
Interest
Calculations.
|
|
Section
1.03.
|
Allocation
of Certain Interest Shortfalls.
|
|
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.
|
Representations
and Warranties Regarding the Seller, the Servicer, the Depositor
and the
Master Servicer.
|
|
Section
2.04.
|
Representations
and Warranties of the Seller Regarding the Mortgage
Loans.
|
|
Section
2.05.
|
Substitution
of Mortgage Loans.
|
|
Section
2.06.
|
Execution
and Authentication of Certificates.
|
|
Section
2.07.
|
Authorization
to Enter into Interest Rate Swap Agreement.
|
|
Section
2.08.
|
Acceptance
of REMIC 1, REMIC 2 and REMIC 3 by the Trustee; Conveyance of REMIC
1
Regular Interests; Issuance of Certificates.
|
|
ARTICLE
III ADMINISTRATION AND
SERVICING OF MORTGAGE LOANS
|
|
|
Section
3.01.
|
The
Servicer.
|
|
Section
3.02.
|
Collection
of Certain Mortgage Loan Payments.
|
|
Section
3.03.
|
Withdrawals
from the Collection Account.
|
|
Section
3.04.
|
Maintenance
of Hazard Insurance; Property Protection Expenses.
|
|
Section
3.05.
|
Maintenance
of Mortgage Impairment Insurance Policy.
|
|
Section
3.06.
|
Management
and Realization Upon Defaulted Mortgage Loans.
|
|
Section
3.07.
|
Trustee
to Cooperate.
|
|
Section
3.08.
|
Servicing
Compensation; Payment of Certain Expenses by Servicer.
|
|
Section
3.09.
|
Annual
Statement as to Compliance.
|
|
Section
3.10.
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.11.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
|
Section
3.12.
|
Maintenance
of Certain Servicing Insurance Policies.
|
|
Section
3.13.
|
Exchange
Commission Filings; Additional Information.
|
|
Section
3.14.
|
Reports
of Foreclosures and Abandonments of Mortgaged Properties, Returns
Relating
to Mortgage Interest Received from Individuals and Returns Relating
to
Cancellation of Indebtedness.
|
|
Section
3.15.
|
Advances
by the Servicer.
|
|
Section
3.16.
|
Optional
Purchase of Defaulted Mortgage Loans.
|
|
Section
3.17.
|
Superior
Liens.
|
|
Section
3.18.
|
Assumption
Agreements.
|
|
Section
3.19.
|
Payment
of Taxes, Insurance and Other Charges.
|
|
Section
3.20.
|
Advance
Facility.
|
|
Section
3.21.
|
Covenants
of the Servicer and Representations of the Seller Regarding Prepayment
Charges.
|
|
Section
3.22.
|
Non-Solicitation.
|
|
ARTICLE
IV ADMINISTRATION AND MASTER
SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER
|
|
|
Section
4.01.
|
Master
Servicer.
|
|
Section
4.02.
|
[Reserved].
|
|
Section
4.03.
|
Monitoring
of Servicer.
|
|
Section
4.04.
|
Fidelity
Bond.
|
|
Section
4.05.
|
Power
to Act; Procedures.
|
|
Section
4.06.
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
4.07.
|
Documents,
Records and Funds in Possession of Master Servicer To Be Held for
Trustee.
|
|
Section
4.08.
|
Possession
of Certain Insurance Policies and Documents.
|
|
Section
4.09.
|
Compensation
for the Master Servicer.
|
|
Section
4.10.
|
Reserved.
|
|
Section
4.11.
|
Reserved.
|
|
Section
4.12.
|
Obligation
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
Section
4.13.
|
Monthly
Advances by the Master Servicer.
|
|
Section
4.14.
|
Merger
or Consolidation.
|
|
Section
4.15.
|
Resignation
of Master Servicer.
|
|
Section
4.16.
|
Assignment
or Delegation of Duties by the Master Servicer.
|
|
ARTICLE
V PAYMENTS AND STATEMENTS
TO CERTIFICATEHOLDERS; RIGHTS OF CERTIFICATEHOLDERS
|
|
|
Section
5.01.
|
Distributions.
|
|
Section
5.02.
|
Compensating
Interest.
|
|
Section
5.03.
|
Statements.
|
|
Section
5.04.
|
Distribution
Account.
|
|
Section
5.05.
|
Investment
of Accounts.
|
|
Section
5.06.
|
Allocation
of Realized Losses.
|
|
Section
5.07.
|
Basis
Risk Reserve Account.
|
|
Section
5.08.
|
Swap
Account.
|
|
Section
5.09.
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
Section
5.10.
|
Collateral
Accounts.
|
|
Section
5.11.
|
Rights
and Obligations Under the Interest Rate Swap Agreement.
|
|
Section
5.12.
|
Distributions
on the REMIC Regular Interests.
|
|
ARTICLE
VI THE CERTIFICATES
|
|
|
Section
6.01.
|
The
Certificates.
|
|
Section
6.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
Section
6.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
6.04.
|
Persons
Deemed Owners.
|
|
Section
6.05.
|
Appointment
of Paying Agent.
|
|
ARTICLE
VII THE SELLER, THE DEPOSITOR, THE MASTER SERVICER AND THE
SERVICER
|
|
|
Section
7.01.
|
Liability
of the Seller, the Depositor, the Master Servicer and the
Servicer.
|
|
Section
7.02.
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Depositor,
the Seller or the Servicer.
|
|
Section
7.03.
|
Limitation
on Liability of the Seller, the Depositor, the Servicer, the Master
Servicer and Others.
|
|
Section
7.04.
|
Servicer
Not to Resign; Pledge of Servicing Rights.
|
|
Section
7.05.
|
Delegation
of Duties.
|
|
Section
7.06.
|
Indemnification
of the Trust by the Servicer and the Master Servicer.
|
|
ARTICLE
VIII DEFAULT
|
|
|
Section
8.01.
|
Servicer
Events of Default.
|
|
Section
8.02.
|
Appointment
of Successor Servicer.
|
|
Section
8.03.
|
Master
Servicer Events of Default.
|
|
Section
8.04.
|
Appointment
of Successor Master Servicer.
|
|
Section
8.05.
|
Waiver
of Defaults.
|
|
Section
8.06.
|
Notification
to Certificateholders.
|
|
ARTICLE
IX THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
|
|
|
Section
9.01.
|
Duties
of Trustee and Securities Administrator.
|
|
Section
9.02.
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
|
Section
9.03.
|
Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
Section
9.04.
|
Trustee
and Securities Administrator May Own Certificates.
|
|
Section
9.05.
|
Fees
and Expenses of the Trustee and the Securities
Administrator.
|
|
Section
9.06.
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
|
Section
9.07.
|
Resignation
or Removal of Trustee or Securities Administrator.
|
|
Section
9.08.
|
Successor
Trustee and Successor Securities Administrator.
|
|
Section
9.09.
|
Merger
or Consolidation of Trustee or Securities
Administrator.
|
|
Section
9.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
9.11.
|
Limitation
of Liability.
|
|
Section
9.12.
|
Trustee
or Securities Administrator May Enforce Claims Without Possession
of
Certificates; Inspection.
|
|
Section
9.13.
|
Suits
for Enforcement.
|
|
Section
9.14.
|
Appointment
of Custodians.
|
|
ARTICLE
X TERMINATION
|
|
|
Section
10.01.
|
Termination.
|
|
Section
10.02.
|
Additional
Termination Requirements.
|
|
ARTICLE
XI
|
|
|
Section
11.01.
|
REMIC
Administration.
|
|
Section
11.02.
|
Prohibited
Transactions and Activities.
|
|
Section
11.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
|
ARTICLE
XII MISCELLANEOUS PROVISIONS
|
|
|
Section
12.01.
|
Amendment.
|
|
Section
12.02.
|
Recordation
of Agreement.
|
|
Section
12.03.
|
Limitation
on Rights of Certificateholders.
|
|
Section
12.04.
|
Governing
Law.
|
|
Section
12.05.
|
Notices.
|
|
Section
12.06.
|
Severability
of Provisions.
|
|
Section
12.07.
|
Assignment.
|
|
Section
12.08.
|
Certificates
Nonassessable and Fully Paid.
|
|
Section
12.09.
|
Third-Party
Beneficiaries.
|
|
Section
12.10.
|
Counterparts.
|
|
Section
12.11.
|
Effect
of Headings and Table of Contents.
|
|
Section
12.12.
|
Mortgage
Loans and Accounts Held for Benefit of the
Certificateholders.
|
|
Section
12.13.
|
Waiver
of Jury Trial.
|
|
Section
12.14.
|
Intention
of the Parties and Interpretation.
|
|
EXHIBIT
A
|
FORMS
OF OFFERED CERTIFICATES
|
|
EXHIBIT
B-1
|
FORM
OF CLASS C CERTIFICATE
|
|
EXHIBIT
B-2
|
FORM
OF CLASS R CERTIFICATES
|
|
EXHIBIT
B-3
|
FORM
OF CLASS P CERTIFICATES
|
|
EXHIBIT
C
|
MORTGAGE
LOAN SCHEDULE
|
|
EXHIBIT
D
|
FORM
OF CUSTODIAL AGREEMENT
|
|
EXHIBIT
E
|
FORM
OF INITIAL CERTIFICATION
|
|
EXHIBIT
F
|
FORM
OF FINAL CERTIFICATION
|
|
EXHIBIT
G
|
FORM
OF REQUEST FOR RELEASE FOR DOCUMENTS
|
|
EXHIBIT
H-1
|
FORM
OF INVESTMENT LETTER (NON-RULE 144A)
|
|
EXHIBIT
H-2
|
FORM
OF RULE 144A LETTER
|
|
EXHIBIT
I
|
FORM
OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
|
|
EXHIBIT
J
|
FORM
OF TRANSFEROR CERTIFICATE
|
|
EXHIBIT
K
|
TRANSFER
AFFIDAVITS
|
|
EXHIBIT
L
|
ANNUAL
STATEMENT OF COMPLIANCE
|
|
EXHIBIT
M
|
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
|
|
EXHIBIT
N
|
ADDITIONAL
DISCLOSURE NOTIFICATION
|
|
EXHIBIT
O
|
FORM
10-D REPORTING RESPONSIBILITY
|
|
EXHIBIT
P
|
FORM
8-K REPORTING RESPONSIBILITY
|
|
EXHIBIT
Q
|
FORM
10-K REPORTING RESPONSIBILITY
|
|
EXHIBIT
R
|
FORM
OF CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM
10-K
|
|
EXHIBIT
S
|
FORM
OF CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER BY THE
SERVICER
|
|
EXHIBIT
T
|
FORM
OF INTEREST RATE SWAP AGREEMENT
|
|
EXHIBIT
U
|
CALCULATION
OF REALIZED LOSS/GAIN FORM 332
|
|
EXHIBIT
V
|
STANDARD
FILE LAYOUT—SCHEDULED/SCHEDULED
|
|
EXHIBIT
W
|
STANDARD
FILE LAYOUT—DELINQUENCY REPORTING
|
|
EXHIBIT
X
|
PREPAYMENT
CHARGE SCHEDULE
|
This
Pooling and Servicing Agreement, dated as of August 1, 2007, among Delta Funding
Corporation, as Seller (the “Seller”), Renaissance Mortgage Acceptance Corp., as
Depositor, Ocwen Loan Servicing, LLC as Servicer (the “Servicer”), HSBC Bank
USA, National Association, as Trustee (the “Trustee”) and Xxxxx Fargo Bank,
N.A., as Master Servicer (the “Master Servicer”) and as Securities Administrator
(the “Securities Administrator”).
W
I T
N E S S E T H T H A T:
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
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 AV-1 Certificates, (ii) the Class
AV-2
Certificates, (iii) the Class AV-3 Certificates, (iv) the Class AF-1
Certificates, (v) the Class AF-2 Certificates, (vi) Class AF-3 Certificates,
(vii) the Class AF-4 Certificates, (viii) the Class AF-5 Certificates, (ix)
the
Class AF-6 Certificates, (x) the Class M-1 Certificates (xi) the Class M-2
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,
(xvii) the Class M-7 Certificates, (xviii) the Class M-8 Certificates, (xix)
the
Class M-9 Certificates, (xx) the Class C Certificates, (xxi) the Class P
Certificates and (xxii) the Class R Certificates.
REMIC
1
As
provided herein, the Securities Administrator 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 Basis Risk Reserve
Account, the Interest Rate Swap Agreement, the Swap Account, the Supplemental
Interest Trust and any Servicer Prepayment Charge Payment Amounts) 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
|
REMIC
1
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
I
|
(2)
|
$ 22,178,745.72
|
September
25, 2037
|
|
I-1-A
|
(2)
|
$ 208,560.26
|
September
25, 2037
|
|
I-1-B
|
(2)
|
$ 208,560.26
|
September
25, 2037
|
|
I-2-A
|
(2)
|
$ 259,444.02
|
September
25, 2037
|
|
I-2-B
|
(2)
|
$ 259,444.02
|
September
25, 2037
|
|
I-3-A
|
(2)
|
$ 310,325.58
|
September
25, 2037
|
|
I-3-B
|
(2)
|
$ 310,325.58
|
September
25, 2037
|
|
I-4-A
|
(2)
|
$ 360,748.82
|
September
25, 2037
|
|
I-4-B
|
(2)
|
$ 360,748.82
|
September
25, 2037
|
|
I-5-A
|
(2)
|
$ 410,238.25
|
September
25, 2037
|
|
I-5-B
|
(2)
|
$ 410,238.25
|
September
25, 2037
|
|
I-6-A
|
(2)
|
$ 458,304.27
|
September
25, 2037
|
|
I-6-B
|
(2)
|
$ 458,304.27
|
September
25, 2037
|
|
I-7-A
|
(2)
|
$ 504,413.79
|
September
25, 2037
|
|
I-7-B
|
(2)
|
$ 504,413.79
|
September
25, 2037
|
|
I-8-A
|
(2)
|
$ 527,298.95
|
September
25, 2037
|
|
I-8-B
|
(2)
|
$ 527,298.95
|
September
25, 2037
|
|
I-9-A
|
(2)
|
$ 508,660.52
|
September
25, 2037
|
|
I-9-B
|
(2)
|
$ 508,660.52
|
September
25, 2037
|
|
I-10-A
|
(2)
|
$ 490,598.47
|
September
25, 2037
|
|
I-10-B
|
(2)
|
$ 490,598.47
|
September
25, 2037
|
|
I-11-A
|
(2)
|
$ 473,177.74
|
September
25, 2037
|
|
I-11-B
|
(2)
|
$ 473,177.74
|
September
25, 2037
|
|
I-12-A
|
(2)
|
$ 456,375.55
|
September
25, 2037
|
|
I-12-B
|
(2)
|
$ 456,375.55
|
September
25, 2037
|
|
I-13-A
|
(2)
|
$ 440,169.81
|
September
25, 2037
|
|
I-13-B
|
(2)
|
$ 440,169.81
|
September
25, 2037
|
|
I-14-A
|
(2)
|
$ 424,539.49
|
September
25, 2037
|
|
I-14-B
|
(2)
|
$ 424,539.49
|
September
25, 2037
|
|
I-15-A
|
(2)
|
$ 251,360.20
|
September
25, 2037
|
|
I-15-B
|
(2)
|
$ 251,360.20
|
September
25, 2037
|
|
I-16-A
|
(2)
|
$ 14,661.80
|
September
25, 2037
|
|
I-16-B
|
(2)
|
$ 14,661.80
|
September
25, 2037
|
|
I-17-A
|
(2)
|
$ 14,004.73
|
September
25, 2037
|
|
I-17-B
|
(2)
|
$ 14,004.73
|
September
25, 2037
|
|
I-18-A
|
(2)
|
$ 13,377.09
|
September
25, 2037
|
|
I-18-B
|
(2)
|
$ 13,377.09
|
September
25, 2037
|
|
I-19-A
|
(2)
|
$ 12,777.49
|
September
25, 2037
|
|
I-19-B
|
(2)
|
$ 12,777.49
|
September
25, 2037
|
|
I-20-A
|
(2)
|
$ 15,794.29
|
September
25, 2037
|
|
I-20-B
|
(2)
|
$ 15,794.29
|
September
25, 2037
|
|
I-21-A
|
(2)
|
$ 11,496.65
|
September
25, 2037
|
|
I-21-B
|
(2)
|
$ 11,496.65
|
September
25, 2037
|
|
I-22-A
|
(2)
|
$ 11,944.61
|
September
25, 2037
|
|
I-22-B
|
(2)
|
$ 11,944.61
|
September
25, 2037
|
|
I-23-A
|
(2)
|
$ 10,752.43
|
September
25, 2037
|
|
I-23-B
|
(2)
|
$ 10,752.43
|
September
25, 2037
|
|
I-24-A
|
(2)
|
$ 9,963.48
|
September
25, 2037
|
|
I-24-B
|
(2)
|
$ 9,963.48
|
September
25, 2037
|
|
I-25-A
|
(2)
|
$ 9,516.67
|
September
25, 2037
|
|
I-25-B
|
(2)
|
$ 9,516.67
|
September
25, 2037
|
|
I-26-A
|
(2)
|
$ 9,089.84
|
September
25, 2037
|
|
I-26-B
|
(2)
|
$ 9,089.84
|
September
25, 2037
|
|
I-27-A
|
(2)
|
$ 8,682.13
|
September
25, 2037
|
|
I-27-B
|
(2)
|
$ 8,682.13
|
September
25, 2037
|
|
I-28-A
|
(2)
|
$ 8,292.66
|
September
25, 2037
|
|
I-28-B
|
(2)
|
$ 8,292.66
|
September
25, 2037
|
|
I-29-A
|
(2)
|
$ 7,920.62
|
September
25, 2037
|
|
I-29-B
|
(2)
|
$ 7,920.62
|
September
25, 2037
|
|
I-30-A
|
(2)
|
$ 7,565.24
|
September
25, 2037
|
|
I-30-B
|
(2)
|
$ 7,565.24
|
September
25, 2037
|
|
I-31-A
|
(2)
|
$ 7,225.79
|
September
25, 2037
|
|
I-31-B
|
(2)
|
$ 7,225.79
|
September
25, 2037
|
|
I-32-A
|
(2)
|
$ 8,978.93
|
September
25, 2037
|
|
I-32-B
|
(2)
|
$ 8,978.93
|
September
25, 2037
|
|
I-33-A
|
(2)
|
$ 104,988.21
|
September
25, 2037
|
|
I-33-B
|
(2)
|
$ 104,988.21
|
September
25, 2037
|
|
I-34-A
|
(2)
|
$ 30,013.75
|
September
25, 2037
|
|
I-34-B
|
(2)
|
$ 30,013.75
|
September
25, 2037
|
|
I-35-A
|
(2)
|
$ 9,415.01
|
September
25, 2037
|
|
I-35-B
|
(2)
|
$ 9,415.01
|
September
25, 2037
|
|
II
|
(2)
|
$ 548,129,782.55
|
September
25, 2037
|
|
II-1-A
|
(2)
|
$ 5,154,399.24
|
September
25, 2037
|
|
II-1-B
|
(2)
|
$ 5,154,399.24
|
September
25, 2037
|
|
II-2-A
|
(2)
|
$ 6,411,950.48
|
September
25, 2037
|
|
II-2-B
|
(2)
|
$ 6,411,950.48
|
September
25, 2037
|
|
II-3-A
|
(2)
|
$ 7,669,447.42
|
September
25, 2037
|
|
II-3-B
|
(2)
|
$ 7,669,447.42
|
September
25, 2037
|
|
II-4-A
|
(2)
|
$ 8,915,617.18
|
September
25, 2037
|
|
II-4-B
|
(2)
|
$ 8,915,617.18
|
September
25, 2037
|
|
II-5-A
|
(2)
|
$ 10,138,708.75
|
September
25, 2037
|
|
II-5-B
|
(2)
|
$ 10,138,708.75
|
September
25, 2037
|
|
II-6-A
|
(2)
|
$ 11,326,621.73
|
September
25, 2037
|
|
II-6-B
|
(2)
|
$ 11,326,621.73
|
September
25, 2037
|
|
II-7-A
|
(2)
|
$ 12,466,181.71
|
September
25, 2037
|
|
II-7-B
|
(2)
|
$ 12,466,181.71
|
September
25, 2037
|
|
II-8-A
|
(2)
|
$ 13,031,770.05
|
September
25, 2037
|
|
II-8-B
|
(2)
|
$ 13,031,770.05
|
September
25, 2037
|
|
II-9-A
|
(2)
|
$ 12,571,135.98
|
September
25, 2037
|
|
II-9-B
|
(2)
|
$ 12,571,135.98
|
September
25, 2037
|
|
II-10-A
|
(2)
|
$ 12,124,747.03
|
September
25, 2037
|
|
II-10-B
|
(2)
|
$ 12,124,747.03
|
September
25, 2037
|
|
II-11-A
|
(2)
|
$ 11,694,207.76
|
September
25, 2037
|
|
II-11-B
|
(2)
|
$ 11,694,207.76
|
September
25, 2037
|
|
II-12-A
|
(2)
|
$ 11,278,954.95
|
September
25, 2037
|
|
II-12-B
|
(2)
|
$ 11,278,954.95
|
September
25, 2037
|
|
II-13-A
|
(2)
|
$ 10,878,443.19
|
September
25, 2037
|
|
II-13-B
|
(2)
|
$ 10,878,443.19
|
September
25, 2037
|
|
II-14-A
|
(2)
|
$ 10,492,152.51
|
September
25, 2037
|
|
II-14-B
|
(2)
|
$ 10,492,152.51
|
September
25, 2037
|
|
II-15-A
|
(2)
|
$ 6,212,165.30
|
September
25, 2037
|
|
II-15-B
|
(2)
|
$ 6,212,165.30
|
September
25, 2037
|
|
II-16-A
|
(2)
|
$ 362,354.70
|
September
25, 2037
|
|
II-16-B
|
(2)
|
$ 362,354.70
|
September
25, 2037
|
|
II-17-A
|
(2)
|
$ 346,115.77
|
September
25, 2037
|
|
II-17-B
|
(2)
|
$ 346,115.77
|
September
25, 2037
|
|
II-18-A
|
(2)
|
$ 330,603.91
|
September
25, 2037
|
|
II-18-B
|
(2)
|
$ 330,603.91
|
September
25, 2037
|
|
II-19-A
|
(2)
|
$ 315,785.51
|
September
25, 2037
|
|
II-19-B
|
(2)
|
$ 315,785.51
|
September
25, 2037
|
|
II-20-A
|
(2)
|
$ 390,343.21
|
September
25, 2037
|
|
II-20-B
|
(2)
|
$ 390,343.21
|
September
25, 2037
|
|
II-21-A
|
(2)
|
$ 284,130.35
|
September
25, 2037
|
|
II-21-B
|
(2)
|
$ 284,130.35
|
September
25, 2037
|
|
II-22-A
|
(2)
|
$ 295,201.39
|
September
25, 2037
|
|
II-22-B
|
(2)
|
$ 295,201.39
|
September
25, 2037
|
|
II-23-A
|
(2)
|
$ 265,737.57
|
September
25, 2037
|
|
II-23-B
|
(2)
|
$ 265,737.57
|
September
25, 2037
|
|
II-24-A
|
(2)
|
$ 246,239.52
|
September
25, 2037
|
|
II-24-B
|
(2)
|
$ 246,239.52
|
September
25, 2037
|
|
II-25-A
|
(2)
|
$ 235,196.83
|
September
25, 2037
|
|
II-25-B
|
(2)
|
$ 235,196.83
|
September
25, 2037
|
|
II-26-A
|
(2)
|
$ 224,648.16
|
September
25, 2037
|
|
II-26-B
|
(2)
|
$ 224,648.16
|
September
25, 2037
|
|
II-27-A
|
(2)
|
$ 214,571.87
|
September
25, 2037
|
|
II-27-B
|
(2)
|
$ 214,571.87
|
September
25, 2037
|
|
II-28-A
|
(2)
|
$ 204,946.34
|
September
25, 2037
|
|
II-28-B
|
(2)
|
$ 204,946.34
|
September
25, 2037
|
|
II-29-A
|
(2)
|
$ 195,751.88
|
September
25, 2037
|
|
II-29-B
|
(2)
|
$ 195,751.88
|
September
25, 2037
|
|
II-30-A
|
(2)
|
$ 186,968.76
|
September
25, 2037
|
|
II-30-B
|
(2)
|
$ 186,968.76
|
September
25, 2037
|
|
II-31-A
|
(2)
|
$ 178,579.71
|
September
25, 2037
|
|
II-31-B
|
(2)
|
$ 178,579.71
|
September
25, 2037
|
|
II-32-A
|
(2)
|
$ 221,907.07
|
September
25, 2037
|
|
II-32-B
|
(2)
|
$ 221,907.07
|
September
25, 2037
|
|
II-33-A
|
(2)
|
$ 2,594,699.29
|
September
25, 2037
|
|
II-33-B
|
(2)
|
$ 2,594,699.29
|
September
25, 2037
|
|
II-34-A
|
(2)
|
$ 741,765.75
|
September
25, 2037
|
|
II-34-B
|
(2)
|
$ 741,765.75
|
September
25, 2037
|
|
II-35-A
|
(2)
|
$ 232,684.49
|
September
25, 2037
|
|
II-35-B
|
(2)
|
$ 232,684.49
|
September
25, 2037
|
|
P
|
(2)
|
$ 100.00
|
September
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 “REMIC 1 Remittance Rate” herein. |
REMIC
2
As
provided herein, the Securities Administrator 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)
|
$ 440,999,683.10
|
September
25, 2037
|
|
|
LTAV1
|
Variable(2)
|
$ 94,460.00
|
September
25, 2037
|
|
|
LTAV2
|
Variable(2)
|
$ 31,965.00
|
September
25, 2037
|
|
|
LTAV3
|
Variable(2)
|
$ 48,575.00
|
September
25, 2037
|
|
|
LTAF1
|
Variable(2)
|
$ 1,514,110.00
|
September
25, 2037
|
|
|
LTAF2
|
Variable(2)
|
$ 184,875.00
|
September
25, 2037
|
|
|
LTAF3
|
Variable(2)
|
$ 842,700.00
|
September
25, 2037
|
|
|
LTAF4
|
Variable(2)
|
$ 100,805.00
|
September
25, 2037
|
|
|
LTAF5
|
Variable(2)
|
$ 332,685.00
|
September
25, 2037
|
|
|
LTAF6
|
Variable(2)
|
$ 330,575.00
|
September
25, 2037
|
|
|
LTM1
|
Variable(2)
|
$ 117,000.00
|
September
25, 2037
|
|
|
LTM2
|
Variable(2)
|
$ 36,000.00
|
September
25, 2037
|
|
|
LTM3
|
Variable(2)
|
$ 252,000.00
|
September
25, 2037
|
|
|
LTM4
|
Variable(2)
|
$ 60,750.00
|
September
25, 2037
|
|
|
LTM5
|
Variable(2)
|
$ 78,750.00
|
September
25, 2037
|
|
|
LTM6
|
Variable(2)
|
$ 56,250.00
|
September
25, 2037
|
|
|
LTM7
|
Variable(2)
|
$ 47,250.00
|
September
25, 2037
|
|
|
LTM8
|
Variable(2)
|
$ 49,500.00
|
September
25, 2037
|
|
|
LTM9
|
Variable(2)
|
$ 54,000.00
|
September
25, 2037
|
|
|
LTZZ
|
Variable(2)
|
$ 4,767,743.53
|
September
25, 0000
|
|
|
XXX
|
Variable(2)
|
$ 100.00
|
September
25, 2037
|
|
|
LT1SUB
|
Variable(2)
|
$ 10.00
|
September
25, 2037
|
|
|
LT1GRP
|
Variable(2)
|
$ 3,500,010.00
|
September
25, 2037
|
|
|
LT2SUB
|
Variable(2)
|
$ 20,384,925.33
|
September
25, 2037
|
|
|
LT2GRP
|
Variable(2)
|
$ 86,499,935.33
|
September
25, 2037
|
|
|
LTXX
|
Variable(2)
|
$ 339,614,795.98
|
September
25, 2037
|
|
|
LTIO
|
Variable(2)
|
(3)
|
September
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 Uncertificated Notional
Amount.
|
REMIC
3
As
provided herein, the Securities Administrator 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,
the Original Class Certificate Principal Balance for each Class of Certificates
comprising the interests representing “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
AV-1
|
Variable(2)
|
September
25, 2037
|
||
|
Class
AV-2
|
$ 6,393,000.00
|
Variable(2)
|
September
25, 2037
|
|
|
Class
AV-3
|
$ 9,715,000.00
|
Variable(2)
|
September
25, 2037
|
|
|
Class
AF-1
|
$ 302,822,000.00
|
Variable(2)
|
September
25, 2037
|
|
|
Class
AF-2
|
$ 36,975,000.00
|
6.998%
per annum(3)
|
September
25, 2037
|
|
|
Class
AF-3
|
$ 168,540,000.00
|
7.238%
per annum(3)
|
September
25, 2037
|
|
|
Class
AF-4
|
$ 20,161,000.00
|
7.460%
per annum(3)
|
September
25, 2037
|
|
|
Class
AF-5
|
$ 66,537,000.00
|
7.750%
per annum(3)
|
September
25, 2037
|
|
|
Class
AF-6
|
$ 66,115,000.00
|
7.357%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-1
|
$ 23,400,000.00
|
7.750%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-2
|
$ 7,200,000.00
|
7.750%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-3
|
$ 50,400,000.00
|
7.750%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-4
|
$ 12,150,000.00
|
7.000%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-5
|
$ 15,750,000.00
|
7.000%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-6
|
$ 11,250,000.00
|
7.000%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-7
|
$ 9,450,000.00
|
7.000%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-8
|
$ 9,900,000.00
|
7.000%
per annum(3)
|
September
25, 2037
|
|
|
Class
M-9
|
$ 10,800,000.00
|
7.000%
per annum(3)
|
September
25, 2037
|
|
|
Class
C
|
$ 53,549,353.27
|
Variable(4)
|
September
25, 2037
|
|
|
Class
P
|
$ 100.00
|
N/A(5)
|
September
25, 2037
|
|
|
SWAP
IO
|
(6)
|
(7)
|
September
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 “Pass-Through Rate”
herein.
|
|
(3)
|
Subject
to limitation and increase in accordance with the definition of
“Pass-Through Rate” herein.
|
|
(4)
|
The
Class C Certificates will accrue interest at a variable Pass-Through
Rate
on the Notional Amount of the Class C Certificates outstanding from
time
to time which shall equal the aggregate of the Uncertificated Principal
Balance of the REMIC 2 Regular Interests (other than REMIC 2 Regular
Interest LTP and REMIC 2 Regular Interest LTIO). The Class C
Certificates will not accrue interest on their Certificate Principal
Balance.
|
|
(5)
|
The
Class P Certificates will not accrue
interest.
|
|
(6)
|
For
federal income tax purposes, REMIC 3 Regular Interest SWAP IO 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.
|
|
(7)
|
For
federal income tax purposes, the SWAP IO will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on
REMIC 2
Regular Interest LTIO.
|
ARTICLE
I
DEFINITIONS
|
Section
1.01.
|
Interest
Calculations.
|
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this
Article.
“10-K
Filing Deadline”: As specified in Section 3.13(a)(iv)
hereof.
“Accepted
Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those mortgage master servicing practices of prudent mortgage lending
institutions which 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, or (y) as provided
in Section 4.01 hereof, but in no event below the standard set forth in clause
(x).
“Accounts”: Collectively,
the Collection Account and the Distribution Account.
“Additional
Disclosure Notification”: The form of notice set forth on Exhibit N
hereto.
“Additional
Form 10-D Disclosure”: The meaning set forth in Section 3.13(a)(i)
hereof.
“Additional
Form 10-K Disclosure”: The meaning set forth in Section 3.13(a)(iv)
hereof.
“Adjusted
Net Loan Rate”: As to each Mortgage Loan, an amount equal to the Loan Rate less
the sum of (i) the Servicing Fee Rate and (ii) the Master Servicing Fee
Rate.
“Affiliate”: With
respect to any Person, any other Person controlling, controlled by or under
common control with such Person. For purposes of this definition,
“control” means the power to direct the management and policies of a Person,
directly or indirectly, whether through ownership of voting securities, by
contract or otherwise and “controlling” and “controlled” shall have meanings
correlative to the foregoing.
“Aggregate
Principal Amount”: With respect to any Distribution Date, the sum of
the Basic Principal Amounts for each Loan Group.
“Agreement”: This
Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amounts”: As to any Distribution Date and the Mezzanine
Certificates, an amount equal to the excess, if any, of (1) the sum of (x)
the
amount of the reduction in the Certificate Principal Balance of that Class
of Mezzanine Certificates on the applicable Distribution Date as
provided under Section 5.06 and (y) the amount of any such reduction
contemplated by clause (x) above on prior Distribution Dates over (2) the amount
distributed on prior Distribution Dates in respect of the reduction contemplated
by clause (1) allocated to that Class of Mezzanine Certificates on prior
Distribution Dates.
“Ancillary
Income”: All income derived from the Mortgage Loans, other than
Servicing Fees and Master Servicing Fees, including but not limited to, late
charges, fees received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional insurance
administrative fees and all other incidental fees and charges, including
investment income on the Collection Account and any interest due and actually
received from the related Mortgagor that accrued during the portion of the
Prepayment Period that is in the same calendar month as the Distribution Date
with respect to such Mortgage Loan in connection with such Principal Prepayments
in full. Ancillary Income does not include any Prepayment
Charges.
“Appraised
Value”: The appraised value of the Mortgaged Property based upon the
appraisal or the insured automated valuation report made by or for the
originator at the time of the origination of the related Mortgage
Loan.
“Approved
Servicer”: For purposes of Sections 3.01(b), 7.04, 8.02 and 8.04
hereof, any established housing and home finance institution, bank or other
mortgage loan or home equity loan servicer, that meets each of the following
requirements:
(i) an
Approved Servicer shall be acceptable to each of the Seller, the Depositor,
the
Master Servicer, the Securities Administrator and the Trustee;
(ii) an
Approved Servicer shall be either (a) an affiliate or division of Xxxxx Fargo
Bank, N.A. that services mortgage loans similar to the Mortgage Loans or (b)
a
Person who has a rating of at least “Above Average” by S&P and either a
rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by
Xxxxx’x;
(iii) each
Rating Agency shall have delivered a letter to the Trustee (such letter not
to
be an expense of the Trustee) prior to the appointment of the Approved Servicer
stating that the proposed appointment of such Approved Servicer as Servicer
hereunder will not result in the reduction or withdrawal of the then current
ratings of the Offered Certificates; and
(iv) an
Approved Servicer shall have a net worth of not less than
$25,000,000.
“Assessment
of Compliance”: As defined in Section 3.10 hereof.
“Assignment
of Mortgage”: With respect to any Mortgage, an assignment, notice of
transfer or equivalent instrument, in recordable form, sufficient under the
laws
of the jurisdiction in which the related Mortgaged Property is located to
reflect the sale of the Mortgage to the Trustee.
“Attestation
Report”: As defined in Section 3.10 hereof.
“Authorized
Newspaper”: A newspaper of general circulation in the Borough of
Manhattan, The City of New York, printed in the English language and customarily
published on each Business Day, whether or not published on Saturdays, Sundays
and holidays.
“Available
Funds”: As to any Distribution Date, an amount equal to the sum of
the following amounts, without duplication, with respect to the Mortgage Loans:
(i) scheduled payments of principal and interest on the Mortgage Loans due
during the related Due Period and received by the Servicer and the Master
Servicer, net of (a) amounts representing the Servicing Fee and the Master
Servicing Fee with respect to each Mortgage Loan and reimbursement for
nonrecoverable Monthly Advances and Servicing Advances and other amounts
reimbursable to the Seller, the Depositor, the Servicer, the Master Servicer,
the Securities Administrator and the Trustee pursuant to Sections 7.03, 3.01(g),
8.01(b), 8.03(b) (with respect to Servicing Transfer Costs) and 9.05 (with
respect to indemnification amounts), as applicable and (b) any Net Swap Payment
or Swap Termination Payment owed to the Swap Provider (other than any Swap
Termination Payment owed to the Swap Provider as a result of a Swap Provider
Trigger Event); (ii) Net Liquidation Proceeds, Insurance Proceeds and any
Subsequent Recoveries with respect to the Mortgage Loans and unscheduled
payments of principal and interest on the Mortgage Loans received by the
Servicer and the Master Servicer during the related Prepayment Period (net
of
(a) amounts representing the Servicing Fee and the Master Servicing Fee and
any
Ancillary Income with respect to each Mortgage Loan and reimbursement for
Monthly Advances and Servicing Advances and (b) any Net Swap Payment or Swap
Termination Payment owed to the Swap Provider (other than any Swap Termination
Payment owed to the Swap Provider as a result of a Swap Provider Trigger
Event)), but excluding any Prepayment Charges; (iii) the Purchase Price for
repurchased Defective Mortgage Loans and any related Substitution Adjustment
Amounts; (iv) payments from the Servicer and the Master Servicer in connection
with (a) Monthly Advances and (b) Compensating Interest; (v) payments from
the
Terminator or the Servicer in connection with the termination of the Trust
with
respect to the Mortgage Loans as provided in this Agreement; (vi) any Net Swap
Payment or Swap Termination Payment (to the extent not applied to a replacement
swap as required to be retained and applied as provided herein) received by
the
Securities Administrator under the Interest Rate Swap Agreement and (vii) with
respect to the first Distribution Date, the Initial Deposit.
“Back-Up
Certification”: The meaning set forth in Section 3.13(a)(iv)
hereof.
“Balloon
Loan”: Any Mortgage Loan that provided on the date of origination for
scheduled monthly payments in level amounts substantially lower than the amount
of the final scheduled payment.
“Basic
Principal Amount”: As to any Distribution Date and Loan Group, an
amount equal to the sum of the following amounts (without duplication) with
respect to the Mortgage Loans in that Loan Group: (i) each scheduled
payment of principal on a Mortgage Loan due during such Due Period and received
by the Servicer and remitted by the Servicer to the Master Servicer on or prior
to the related Determination Date; (ii) any Net Liquidation Proceeds allocable
to principal, any Subsequent Recoveries and all full and partial principal
prepayments received by the Servicer and remitted by the Servicer to the Master
Servicer during the related Prepayment Period; (iii) the portion of the Purchase
Price allocable to principal of all repurchased Defective Mortgage Loans with
respect to such Distribution Date; (iv) any Substitution Adjustment allocable
to
principal received on or prior to the previous Determination Date and not yet
distributed; and (vi) any Monthly Advances with respect to scheduled payments
of
principal due during the related Due Period.
“Basis
Risk Reserve Account”: The account established and maintained
pursuant to Section 5.07.
“Basis
Risk Shortfall Amount”: As to any Distribution Date and each Class of
Offered Certificates, the sum of (a) the excess, if any, of the related Class
Monthly Interest Amount, calculated at the Pass-Through Rate (without regard
to
the related Net WAC Rate) over the related Class Monthly Interest Amount for
the
applicable Distribution Date, (b) any Basis Risk Shortfall Amount remaining
undistributed from the prior Distribution Date and (c) accrued interest on
the
amount in clause (b) calculated at the Pass-Through Rate (without regard to
the
related Net WAC Rate) for the most recently ended Interest Period.
“Beneficial
Owner”: With respect to any Offered Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Person maintaining an account with such Depository
(directly as a Depository Participant or indirectly through a Depository
Participant, in accordance with the rules of such Depository).
“BIF”: The
Bank Insurance Fund, as from time to time constituted, created under the
Financial Institutions Reform, Recovery and Enhancement Act of 1989, or, if
at
any time after the execution of this Agreement the Bank Insurance Fund is not
existing and performing duties now assigned to it, the body performing such
duties on such date.
“Blanket
Mortgage”: The mortgage or mortgages encumbering a Cooperative
Property.
“Book-Entry
Certificate: Any Offered Certificate registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of
the
Depository or on the books of a Person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository).
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which
banking institutions in New York City, the States of Delaware, Florida,
Maryland, Minnesota and New Jersey or the city in which the Corporate Trust
Office of the Trustee or the Securities Administrator is located are authorized
or obligated by law or executive order to close.
“Certificate”: Any
Regular Certificate or Residual Certificate.
“Certificate
Index”: The rate for one month United States dollar deposits quoted on Reuters
Screen LIBOR01 Page as of 11:00 A.M., London time, on the second LIBOR Business
Day prior to the first day of any Interest Period relating to the Group I
Certificates and the Class AF-1 Certificates. “Reuters Screen LIBOR01
Page” means the display page currently so designated on the Reuters Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices). If
such rate does not appear on such page or such other page as may replace that
page on that service (or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be reasonably selected
by the Securities Administrator after consultation with the Seller), the rate
will be the Reference Bank Rate. If no such quotations can be
obtained and no Reference Bank Rate is available, the Certificate Index will
be
the Certificate Index applicable to the preceding Distribution
Date. On the second LIBOR Business Day immediately preceding each
Distribution Date, the Securities Administrator shall determine the Certificate
Index for the Interest Period commencing on such Distribution Date and inform
the Seller and the Servicer of such rate. The Certificate Index for the first
Distribution Date will be 5.80000%.
“Certificate
Margin”: With respect to each Class of Group I Certificates and the
Class AF-1 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)
(%)
|
||
|
AV-1
|
LTAV1
|
0.900%
|
1.800%
|
|
AV-2
|
LTAV2
|
1.000%
|
2.000%
|
|
AV-3
|
LTAV3
|
1.800%
|
3.600%
|
|
AF-1
|
LTAF1
|
1.100%
|
2.200%
|
__________
|
|
(1)
|
Prior
to or on the Optional Termination
Date.
|
|
|
(2)
|
After
the Optional Termination Date.
|
“Certificate
Owner”: The Person who is the beneficial owner of a Book-Entry
Certificate.
“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 on the Closing
Date plus, in the case of a Mezzanine Certificate, any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 5.01, reduced in each case 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 Offered Certificates and
the
Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and
the registrar appointed pursuant to Section 6.02.
“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 purpose of giving any consent, direction, waiver or request
pursuant to this Agreement, (x) any Offered Certificate registered in the name
of the Seller or the Depositor or any Person known to a Responsible Officer
to
be an Affiliate of the Seller or the Depositor and (y) any Offered Certificate
for which the Seller or the Depositor or any Person known to a Responsible
Officer to be an Affiliate of the Seller or the Depositor is the Certificate
Owner or Holder shall be deemed not to be outstanding (unless to the knowledge
of a Responsible Officer (i) the Seller or such Affiliate is acting as trustee
or nominee for a Person who is not an Affiliate of such Seller or the Depositor
and who makes the voting decision with respect to such Offered Certificates
or
(ii) the Seller or the Depositor or such Affiliate is the Certificate Owner
or
Holder of all the Certificates of a Class, but only with respect to the Class
as
to which the Seller or the Depositor or such Affiliate owns all the
Certificates) and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect any such consent, direction, waiver or request has been
obtained.
“Certification”: As
defined in Section 3.13 herein.
“Certification
Parties”: The meaning set forth in Section 3.13(a)(iv) hereof.
“Certifying
Person”: The meaning set forth in Section 3.13(a)(iv) hereof.
“Civil
Relief Act”: The Servicemembers Civil Relief Act and similar state
laws.
“Civil
Relief Act Interest Shortfall”: With respect to any Distribution
Date, for any Mortgage Loan as to which there has been a reduction in the amount
of interest collectible thereon for the most recently ended Due Period as a
result of the application of the Civil 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 Principal Balance of such Mortgage Loan at the
Loan Rate for such Mortgage Loan before giving effect to the application of
the
Civil Relief Act.
“Class”: All
Certificates having the same designation.
“Class
AF
Certificates”: The Class AF-1 Certificates, Class AF-2 Certificates,
Class AF-3 Certificates, Class AF-4 Certificates, Class AF-5 Certificates and
Class AF-6 Certificates.
“Class
AF-1 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AF-1 Certificate pursuant to Section
6.01.
“Class
AF-2 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AF-2 Certificate pursuant to Section
6.01.
“Class
AF-3 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AF-3 Certificate pursuant to Section
6.01.
“Class
AF-4 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AF-4 Certificate pursuant to Section
6.01.
“Class
AF-5 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AF-5 Certificate pursuant to Section
6.01.
“Class
AF-6 Calculation Percentage”: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the Certificate
Principal Balance of the Class AF-6 Certificates, and the denominator of which
is the aggregate Certificate Principal Balance of the Class AF Certificates,
in
each case before giving effect to any distributions in reduction of the
Certificate Principal Balances of the Class AF Certificates pursuant to Section
5.01 hereof.
“Class
AF-6 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AF-6 Certificate pursuant to Section
6.01.
“Class
AF-6 Lockout Distribution Amount”: For any Distribution Date, an
amount equal to the product of (1) the applicable Class AF-6 Lockout Percentage
for that Distribution Date, (2) the Class AF-6 Calculation Percentage for that
Distribution Date and (3) the Group II Principal Distribution Amount for that
Distribution Date. In no event shall the Class AF-6 Lockout
Distribution Amount exceed the outstanding Certificate Principal Balance of
the
Class AF-6 Certificates or the Group II Principal Distribution Amount for such
Distribution Date.
“Class
AF-6 Lockout Percentage”: As to any Distribution Date, the applicable
percentage set forth below for such Distribution Date:
|
Distribution
Date
|
Lockout
Percentage
|
|
1st
to 36th
|
0%
|
|
37th
to 60th
|
45%
|
|
61st
to 72nd
|
80%
|
|
73rd
to 84th
|
100%
|
|
85th
and
thereafter
|
300%
|
“Class
AV
Certificates”: The Class AV-1 Certificates, Class AV-2 Certificates and Class
AV-3 Certificates.
“Class
AV-1 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AV-1 Certificate pursuant to Section
6.01.
“Class
AV-2 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AV-2 Certificate pursuant to Section
6.01.
“Class
AV-3 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class AV-3 Certificate pursuant to Section
6.01.
“Class
C
Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
B-1 and designated as a Class C Certificate pursuant to Section
6.01.
“Class
Interest Carryover Shortfall”: As to any Class of Offered
Certificates and any Distribution Date, an amount equal to the sum of (i) the
excess of the related Class Monthly Interest Amount for the preceding
Distribution Date and any Outstanding Class Interest Carryover Shortfall with
respect to such Class on such preceding Distribution Date, over the amount
in
respect of interest that is actually distributed to the Holders of such Class
on
such preceding Distribution Date plus (ii) interest on such excess, to the
extent permitted by law, at the related Pass-Through Rate for the related
Interest Period.
“Class
Interest Distribution”: As to any Class of Offered Certificates and
Distribution Date, an amount equal to the sum of (a) the related Class Monthly
Interest Amount and (b) any Class Interest Carryover Shortfall for such Class
of
Certificates for such Distribution Date.
“Class
M-1 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated as a Class M-1 Certificate pursuant to Section 6.01.
“Class
M-1 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior Certificates has been
reduced to zero, 100% of the remaining Principal Distribution Amount, or (y)
if
a Delinquency Event is not in effect, the excess of (1) the sum of (A) the
aggregate Certificate Principal Balance of the Senior Certificates, after taking
into account the distribution of the Senior Principal Distribution Amount for
the applicable Distribution Date and (B) the Certificate Principal Balance
of
the Class M-1 Certificates immediately prior to the applicable Distribution
Date
over (2) the lesser of (A) 71.80% of the Pool Balance as of the last day of
the
related Due Period minus the Subordination Required Overcollateralization Amount
for that Distribution Date and (B) the Pool Balance as of the last day of the
related Due Period minus the OC Floor.
“Class
M-2 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-2 Certificate pursuant to Section 6.01.
“Class
M-2 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior and Class M-1 Certificates
has been reduced to zero, 100% of the remaining Principal Distribution Amount,
or (y) if a Delinquency Event is not in effect, the excess of (1) the sum of
(A)
the aggregate Certificate Principal Balance of the Senior Certificates, after
taking into account the distribution of the Senior Principal Distribution Amount
for the applicable Distribution Date, (B) the Certificate Principal Balance
of
the Class M-1 Certificates, after taking into account the distribution of the
Class M-1 Principal Distribution Amount for the applicable Distribution Date
and
(C) the Certificate Principal Balance of the Class M-2 Certificates immediately
prior to the applicable Distribution Date over (2) the lesser of (A) 73.40%
of
the Pool Balance as of the last day of the related Due Period minus the
Subordination Required Overcollateralization Amount for that Distribution Date
and (B) the Pool Balance as of the last day of the related Due Period minus
the
OC Floor.
“Class
M-3 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-3 Certificate pursuant to Section 6.01.
“Class
M-3 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior, Class M-1 and Class
M-2
Certificates has been reduced to zero, 100% of the remaining Principal
Distribution Amount, or (y) if a Delinquency Event is not in effect, the excess
of (1) the sum of (A) the aggregate Certificate Principal Balance of the Senior
Certificates, after taking into account the distribution of the Senior Principal
Distribution Amount for the applicable Distribution Date, (B) the Certificate
Principal Balance of the Class M-1 Certificates, after taking into account
the
distribution of the Class M-1 Principal Distribution Amount for the applicable
Distribution Date, (C) the Certificate Principal Balance of the Class M-2
Certificates, after taking into account the distribution of the Class M-2
Principal Distribution Amount for the applicable Distribution Date and (D)
the
Certificate Principal Balance of the Class M-3 Certificates immediately prior
to
the applicable Distribution Date over (2) the lesser of (A) 84.60% of the Pool
Balance as of the last day of the related Due Period minus the Subordination
Required Overcollateralization Amount for that Distribution Date and (B) the
Pool Balance as of the last day of the related Due Period minus the OC
Floor.
“Class
M-4 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-4 Certificate pursuant to Section 6.01.
“Class
M-4 Principal Distribution Amount”: As to any Distribution Date
on or after the Stepdown Date, (x) if a Delinquency Event is in effect and
the
aggregate Certificate Principal Balance of the Senior, Class M-1, Class M-2
and
Class M-3 Certificates has been reduced to zero, 100% of the remaining Principal
Distribution Amount, or (y) if a Delinquency Event is not in effect, the excess
of (1) the sum of (A) the aggregate Certificate Principal Balance of the Senior
Certificates, after taking into account the distribution of the Senior Principal
Distribution Amount for the applicable Distribution Date, (B) the Certificate
Principal Balance of the Class M-1 Certificates, after taking into account
the
distribution of the Class M-1 Principal Distribution Amount for the applicable
Distribution Date, (C) the Certificate Principal Balance of the Class M-2
Certificates, after taking into account the distribution of the Class M-2
Principal Distribution Amount for the applicable Distribution Date, (D) the
Certificate Principal Balance of the Class M-3 Certificates, after taking into
account the distribution of the Class M-3 Principal Distribution Amount for
the
applicable Distribution Date and (E) the Certificate Principal Balance of the
Class M-4 Certificates immediately prior to the applicable Distribution Date
over (2) the lesser of (A) 87.30% of the Pool Balance as of the last day of
the
related Due Period minus the Subordination Required Overcollateralization Amount
for that Distribution Date and (B) the Pool Balance as of the last day of the
related Due Period minus the OC Floor.
“Class
M-5 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-5 Certificate pursuant to Section 6.01.
“Class
M-5 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior, Class X-0, Xxxxx X-0,
Class M-3 and Class M-4 Certificates has been reduced to zero, 100% of the
remaining Principal Distribution Amount, or (y) if a Delinquency Event is not
in
effect, the excess of (1) the sum of (A) the aggregate Certificate Principal
Balance of the Senior Certificates, after taking into account the distribution
of the Senior Principal Distribution Amount for the applicable Distribution
Date, (B) the Certificate Principal Balance of the Class M-1 Certificates,
after
taking into account the distribution of the Class M-1 Principal Distribution
Amount for the applicable Distribution Date, (C) the Certificate Principal
Balance of the Class M-2 Certificates, after taking into account the
distribution of the Class M-2 Principal Distribution Amount for the applicable
Distribution Date, (D) the Certificate Principal Balance of the Class M-3
Certificates, after taking into account the distribution of the Class M-3
Principal Distribution Amount for the applicable Distribution Date, (E) the
Certificate Principal Balance of the Class M-4 Certificates, after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
the
applicable Distribution Date and (F) the Certificate Principal Balance of the
Class M-5 Certificates immediately prior to the applicable Distribution Date
over (2) the lesser of (A) 90.80% of the Pool Balance as of the last day of
the
related Due Period minus the Subordination Required Overcollateralization Amount
for that Distribution Date and (B) the Pool Balance as of the last day of the
related Due Period minus the OC Floor.
“Class
M-6 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-6 Certificate pursuant to Section 6.01.
“Class
M-6 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior, Class X-0, Xxxxx X-0,
Class M-3, Class M-4 and Class M-5 Certificates has been reduced to zero, 100%
of the remaining Principal Distribution Amount, or (y) if a Delinquency Event
is
not in effect, the excess of (1) the sum of (A) the aggregate
Certificate Principal Balance of the Senior Certificates, after taking into
account the distribution of the Senior Principal Distribution Amount for the
applicable Distribution Date, (B) the Certificate Principal Balance of the
Class
M-1 Certificates, after taking into account the distribution of the Class M-1
Principal Distribution Amount for the applicable Distribution Date, (C) the
Certificate Principal Balance of the Class M-2 Certificates, after taking into
account the distribution of the Class M-2 Principal Distribution Amount for
the
applicable Distribution Date, (D) the Certificate Principal Balance of the
Class
M-3 Certificates, after taking into account the distribution of the Class M-3
Principal Distribution Amount for the applicable Distribution Date, (E) the
Certificate Principal Balance of the Class M-4 Certificates, after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
the
applicable Distribution Date, (F) the Certificate Principal Balance of the
Class
M-5 Certificates, after taking into account the distribution of the Class M-5
Principal Distribution Amount for the applicable Distribution Date and (G)
the
Certificate Principal Balance of the Class M-6 Certificates immediately prior
to
the applicable Distribution Date over (2) the lesser of (A) 93.30% of the Pool
Balance as of the last day of the related Due Period minus the Subordination
Required Overcollateralization Amount for that Distribution Date and (B) the
Pool Balance as of the last day of the related Due Period minus the OC
Floor.
“Class
M-7 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-7 Certificate pursuant to Section 6.01.
“Class
M-7 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Certificates has been reduced
to
zero, 100% of the remaining Principal Distribution Amount, or (y) if a
Delinquency Event is not in effect, the excess of (1) the sum of (A) the
aggregate Certificate Principal Balance of the Senior Certificates, after taking
into account the distribution of the Senior Principal Distribution Amount for
the applicable Distribution Date, (B) the Certificate Principal Balance of
the
Class M-1 Certificates, after taking into account the distribution of the Class
M-1 Principal Distribution Amount for the applicable Distribution Date, (C)
the
Certificate Principal Balance of the Class M-2 Certificates, after taking into
account the distribution of the Class M-2 Principal Distribution Amount for
the
applicable Distribution Date, (D) the Certificate Principal Balance of the
Class
M-3 Certificates, after taking into account the distribution of the Class M-3
Principal Distribution Amount for the applicable Distribution Date, (E) the
Certificate Principal Balance of the Class M-4 Certificates, after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
the
applicable Distribution Date, (F) the Certificate Principal Balance of the
Class
M-5 Certificates, after taking into account the distribution of the Class M-5
Principal Distribution Amount for the applicable Distribution Date, (G) the
Certificate Principal Balance of the Class M-6 Certificates, after taking into
account the distribution of the Class M-6 Principal Distribution Amount for
the
applicable Distribution Date and (H) the Certificate Principal Balance of the
Class M-7 Certificates immediately prior to the applicable Distribution Date
over (2) the lesser of (A) 95.40% of the Pool Balance as of the last day of
the
related Due Period minus the Subordination Required Overcollateralization Amount
for that Distribution Date and (B) the Pool Balance as of the last day of the
related Due Period minus the OC Floor.
“Class
M-8 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-8 Certificate pursuant to Section 6.01.
“Class
M-8 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates has been
reduced to zero, 100% of the remaining Principal Distribution Amount, or (y)
if
a Delinquency Event is not in effect, the excess of (1) the sum of (A) the
aggregate Certificate Principal Balance of the Senior Certificates, after taking
into account the distribution of the Senior Principal Distribution Amount for
the applicable Distribution Date, (B) the Certificate Principal Balance of
the
Class M-1 Certificates, after taking into account the distribution of the Class
M-1 Principal Distribution Amount for the applicable Distribution Date, (C)
the
Certificate Principal Balance of the Class M-2 Certificates, after taking into
account the distribution of the Class M-2 Principal Distribution Amount for
the
applicable Distribution Date, (D) the Certificate Principal Balance of the
Class
M-3 Certificates, after taking into account the distribution of the Class M-3
Principal Distribution Amount for the applicable Distribution Date, (E) the
Certificate Principal Balance of the Class M-4 Certificates, after taking into
account the distribution of the Class M-4 Principal Distribution Amount for
the
applicable Distribution Date, (F) the Certificate Principal Balance of the
Class
M-5 Certificates, after taking into account the distribution of the Class M-5
Principal Distribution Amount for the applicable Distribution Date, (G) the
Certificate Principal Balance of the Class M-6 Certificates, after taking into
account the distribution of the Class M-6 Principal Distribution Amount for
the
applicable Distribution Date, (H) the Certificate Principal Balance of the
Class
M-7 Certificates, after taking into account the distribution of the Class M-7
Principal Distribution Amount for the applicable Distribution Date and (I)
the
Certificate Principal Balance of the Class M-8 Certificates immediately prior
to
the applicable Distribution Date over (2) the lesser of (A) 97.60% of the Pool
Balance as of the last day of the related Due Period minus the Subordination
Required Overcollateralization Amount for that Distribution Date and (B) the
Pool Balance as of the last day of the related Due Period minus the OC
Floor.
“Class
M-9 Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
A
and designated a Class M-9 Certificate pursuant to Section 6.01.
“Class
M-9 Principal Distribution Amount”: As to any Distribution Date on or
after the Stepdown Date, (x) if a Delinquency Event is in effect and the
aggregate Certificate Principal Balance of the Senior, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates
has been reduced to zero, 100% of the remaining Principal Distribution Amount,
or (y) if a Delinquency Event is not in effect, the excess of (1) the sum of
(A)
the aggregate Certificate Principal Balance of the Senior Certificates, after
taking into account the distribution of the Senior Principal Distribution Amount
for the applicable Distribution Date, (B) the Certificate Principal Balance
of
the Class M-1 Certificates, after taking into account the distribution of the
Class M-1 Principal Distribution Amount for the applicable Distribution Date,
(C) the Certificate Principal Balance of the Class M-2 Certificates, after
taking into account the distribution of the Class M-2 Principal Distribution
Amount for the applicable Distribution Date, (D) the Certificate Principal
Balance of the Class M-3 Certificates, after taking into account the
distribution of the Class M-3 Principal Distribution Amount for the applicable
Distribution Date, (E) the Certificate Principal Balance of the Class M-4
Certificates, after taking into account the distribution of the Class M-4
Principal Distribution Amount for the applicable Distribution Date, (F) the
Certificate Principal Balance of the Class M-5 Certificates, after taking into
account the distribution of the Class M-5 Principal Distribution Amount for
the
applicable Distribution Date, (G) the Certificate Principal Balance of the
Class
M-6 Certificates, after taking into account the distribution of the Class M-6
Principal Distribution Amount for the applicable Distribution Date, (H) the
Certificate Principal Balance of the Class M-7 Certificates, after taking into
account the distribution of the Class M-7 Principal Distribution Amount for
the
applicable Distribution Date, (I) the Certificate Principal Balance of the
Class
M-8 Certificates, after taking into account the distribution of the Class M-8
Principal Distribution Amount for the applicable Distribution Date and (J)
the
Certificate Principal Balance of the Class M-9 Certificates immediately prior
to
the applicable Distribution Date over (2) the lesser of (A) the Pool Balance
as
of the last day of the related Due Period minus the Subordination Required
Overcollateralization Amount for that Distribution Date and (B) the Pool Balance
as of the last day of the related Due Period minus the OC Floor.
“Class
Monthly Interest Amount”: As to any Distribution Date and Class of
Offered Certificates and Class C Certificates, interest for the related Interest
Period at the related Pass-Through Rate on the related Certificate Principal
Balance (or Notional Amount in the case of the Class C Certificates) immediately
prior to that Distribution Date minus such Class’ pro rata portion of
any Prepayment Interest Shortfalls (not covered by Compensating Interest) and
Civil Relief Act Interest Shortfall incurred during the related Due Period
based
on the amount of interest to which each such Class would otherwise be entitled
in the absence of such shortfall.
“Class
P
Certificate”: Any Certificate executed and authenticated by the
Securities Administrator substantially in the form attached hereto as Exhibit
B-3 and designated as a Class P Certificate pursuant to Section
6.01.
“Class
R
Certificate”: Any Certificate designated as a Class R Certificate
pursuant to Section 6.01 and executed and authenticated by the Securities
Administrator substantially in the form attached hereto as Exhibit
B-2.
“Clean-Up
Call”: As defined in Section 10.01(a).
“Closing
Date”: September 14, 2007.
“Code”: The
Internal Revenue Code of 1986, as amended.
“Collection
Account”: The custodial account or accounts created and maintained
for the benefit of the Certificateholders pursuant to Section
3.02(b). The Collection Account shall be an Eligible
Account.
“Combined
Loan-to-Value Ratio” or “CLTV”: With respect to any Mortgage Loan
that is not secured by a first priority lien on the Mortgaged Property, the
sum
of the original principal balance of such Mortgage Loan and the outstanding
principal balance of the related First Lien, if any, as of the date of
origination of the Mortgage Loan, divided by the Appraised Value.
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: As to any Distribution Date, the amount calculated
pursuant to Section 5.02 hereof.
“Cooperative
Corporation”: The entity that holds title (fee or an acceptable
leasehold estate) to the real property and improvements constituting the
Cooperative Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.
“Cooperative
Loan”: Any Mortgage Loan secured by Cooperative Shares and a
Proprietary Lease.
“Cooperative
Property”: The real property and improvements owned by the
Cooperative Corporation, including the allocation of individual dwelling units
to the holders of the Cooperative Shares of the Cooperative
Corporation.
“Cooperative
Shares”: Shares issued by a Cooperative Corporation.
“Cooperative
Unit”: A single-family dwelling located in a Cooperative
Property.
“Corporate
Trust Office”: The designated offices of the Securities Administrator
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which offices at the date of the execution
of this Agreement are located for Certificate transfer purposes
at: Xxxxx Fargo Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Corporate Trust
Services—Renaissance HEL Trust 2007-3 and for all other purposes
at: X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Services
Manager—Renaissance HEL Trust 2007-3 or in the case of overnight deliveries,
0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Services—Renaissance HEL Trust 2007-3 and which are the respective addresses to
which notices to and correspondence with the Securities Administrator should
be
directed; and the designated office of the Trustee at which at any particular
time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this Agreement is
located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate
Trust and Loan Agency/Renaissance HEL Trust 2007-3, and which is the address
to
which notices to and correspondence with the Trustee should be
directed.
“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
|
|
LTAV1
|
Class
AV-1
|
|
LTAV2
|
Class
AV-2
|
|
LTAV3
|
Class
AV-3
|
|
LTAF1
|
Class
AF-1
|
|
LTAF2
|
Class
AF-2
|
|
LTAF3
|
Class
AF-3
|
|
LTAF4
|
Class
AF-4
|
|
LTAF5
|
Class
AF-5
|
|
LTAF6
|
Class
AF-6
|
|
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
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTP
|
Class
P
|
“Cumulative
Loss Event”: For any Distribution Date in the applicable period below, if
Cumulative Net Losses exceed the applicable percentage set forth below for
the
related Distribution Date:
|
Number
of Distribution Dates
|
Percentages
|
|
25th-36th
|
1.15%
for the first month plus an additional 1/12th
of 1.45% for
each month thereafter
|
|
37th-48th
|
2.60%
for the first month plus an additional 1/12th
of 1.85% for
each month thereafter
|
|
49th
-60th
|
4.45%
for the first month plus an additional 1/12th
of 1.45% for
each month thereafter
|
|
61st
-72nd
|
5.90%
for the first month plus an additional 1/12th
of 1.10% for
each month thereafter
|
|
73rd
-84th
|
7.00%
for the first month plus an additional 1/12th
of 0.30% for
each month thereafter
|
|
85th
and
thereafter
|
7.30%
|
“Cumulative
Net Losses”: As of any date of determination, the aggregate of the Liquidation
Loan Losses incurred from the Cut-off Date through the end of the calendar
month
preceding such date of determination, expressed as a percentage of the Cut-off
Date Pool Balance.
“Curtailment”: With
respect to a Mortgage Loan, any payment of principal received during a Due
Period as part of a payment that is in excess of the amount of the Monthly
Payment due for such Due Period and which is not intended to satisfy the
Mortgage Loan in full or intended to cure a delinquency.
“Custodial
Agreement”: Any Custodial Agreement, as amended and supplemented from
time to time, dated as of the date hereof, by and among the Trustee, the Seller,
the Servicer, the Depositor, the Master Servicer and the Custodian substantially
in the form set forth as Exhibit D hereto.
“Custodian”: The
Person acting as custodian under a Custodial Agreement from time to
time. As of the Closing Date, the initial Custodian shall be Xxxxx
Fargo Bank, N.A.
“Cut-off
Date”: As to any Mortgage Loan, the later of (x) close of business on
August 1, 2007 and (y) date of origination of such Mortgage Loan.
“Cut-off
Date Pool Balance”: The aggregate Cut-off Date Principal Balance of
the Mortgage Loans (i.e., $899,999,254.19).
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the
unpaid principal balance thereof as of the related Cut-off Date after giving
effect to payments of principal due on or before the Cut-off Date (or as of
the
applicable date of substitution with respect to an Eligible Substitute Mortgage
Loan pursuant to Section 2.02 or 2.04), whether or not received.
“Defective
Mortgage Loan”: Any Mortgage Loan subject to repurchase or
substitution pursuant to Section 2.02 or 2.04.
“Definitive
Certificates”: As defined in Section 6.02(c).
“Delinquency
Amount”: As to any Distribution Date, the aggregate Principal Balance
of the Mortgage Loans that are any of the following (a) 60 days or more
delinquent (including any such delinquent Mortgage Loans that are in bankruptcy
or in foreclosure) and (b) REO Properties as of the last day of the calendar
month preceding the related Distribution Date.
“Delinquency
Event”: A Delinquency Event shall be in effect on a Distribution Date
if the Three-Month Delinquency Rate exceeds 35.25% of the Senior Enhancement
Percentage for such Distribution Date.
“Deposit
Date”: As to any Distribution Date, the Business Day preceding such
Distribution Date.
“Depositor”:
Renaissance Mortgage Acceptance Corp., a Delaware corporation, or any successor
thereto.
“Depository”: The
initial Depository shall be The Depository Trust Company, the nominee of which
is Cede & Co., as the registered Holder of the Offered
Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(3) of the UCC 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”: As to any Distribution Date, the fourth Business Day preceding
such Distribution Date.
“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 account established and maintained by the Securities
Administrator pursuant to Section 5.04. The Distribution Account
shall be an Eligible Account.
“Distribution
Date”: The 25th day of
each month,
or, if such day is not a Business Day, then the next Business Day, beginning
in
September 2007.
“Due
Date”: As to any Mortgage Loan, the day of the month on which the
Monthly Payment is due from the Mortgagor.
“Due
Period”: With respect to each Distribution Date, the period from and
including the second day of the month preceding the month in which such
Distribution Date occurs to and including the first day of the month of such
Distribution Date.
“Electronic
Ledger”: The electronic master record of home equity mortgage loans
maintained by the Seller.
“Eligible
Account”: A segregated account that is (i) maintained with a
depository institution whose debt obligations at the time of any deposit therein
have the highest short-term debt rating by the Rating Agencies and which has
a
minimum long-term unsecured debt rating of “A” by S&P, “A2” by Xxxxx’x and
“A” from Fitch, and which is any of (A) a federal savings and loan association
duly organized, validly existing and in good standing under the federal banking
laws, (B) an institution duly organized, validly existing and in good standing
under the applicable banking laws of any state, (C) a national banking
association duly organized, validly existing and in good standing under the
federal banking laws or (D) a principal subsidiary of a bank holding company;
provided, that following a downgrade, withdrawal, or suspension of any such
depository institution’s rating below A-2 by S&P, such account shall
promptly (and in any case within not more than 30 calendar days) be moved to
one
or more segregated trust accounts in the trust department of such institution,
or to an account at another institution that complies with the above
requirements; (ii) a segregated trust account maintained with the corporate
trust department of a federal or state chartered depository institution or
trust
company, having capital and surplus of not less than $50,000,000, acting in
its
fiduciary capacity; (iii) maintained at Xxxxx Fargo Bank, N.A., so long as
its
debt obligations at the time of any deposit therein have a short-term debt
rating of at least “A-1” for S&P, “P-1” for Xxxxx’x and “F-1” for Fitch; or
(iv) otherwise acceptable to each Rating Agency as evidenced by a letter from
each Rating Agency to the Securities Administrator, without reduction or
withdrawal of the then current ratings of the Certificates.
“Eligible
Investments”: One or more of the following (excluding any callable
investments purchased at a premium):
(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 that such obligations are backed by the full faith and credit
of the United States;
(ii) repurchase
agreements on obligations specified in clause (i) maturing not more than three
(3) months from the date of acquisition thereof, provided that the short-term
unsecured debt obligations of the party agreeing to repurchase such obligations
are at the time rated by each Rating Agency in its highest short-term rating
category (which is “A-1+” for S&P, “P-1” for Xxxxx’x and “F-1+” for
Fitch);
(iii) certificates
of deposit, time deposits and bankers’ acceptances of any U.S. depository
institution or trust company incorporated under the laws of the United States
or
any state thereof and subject to supervision and examination by federal and/or
state banking authorities, provided that the unsecured short-term debt
obligations of such depository institution or trust company at the date of
acquisition thereof have been rated by S&P, Xxxxx’x and Fitch in their
respective highest unsecured short-term debt rating category;
(iv) commercial
paper (having original maturities of not more than ninety (90) days) of any
corporation incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by each Rating Agency
that rates such securities in their respective highest short-term rating
categories;
(v) short
term investment funds (“STIFS”) sponsored by any trust company or national
banking association incorporated under the laws of the United States or any
state thereof which on the date of acquisition has been rated by each Rating
Agency in their respective highest rating category of long term unsecured
debt;
(vi) interests
in any money market fund which at the date of acquisition of the interests
in
such fund including any such fund that is managed by the Trustee or the
Securities Administrator or an Affiliate of the Trustee or the Securities
Administrator or for which the Trustee or the Securities Administrator or an
Affiliate of the Trustee or the Securities Administrator acts as advisor and
throughout the time as the interest is held in such fund has a rating of “AAAm”
or “AAAm-G” by S&P and “Aaa” by Xxxxx’x; and
(vii) other
obligations or securities that are acceptable to each Rating Agency as an
Eligible Investment hereunder and will not result in a reduction in the then
current rating of the Certificates, as evidenced by a letter to such effect
from
such Rating Agency and with respect to which the Trustee and the Securities
Administrator have received confirmation that, for tax purposes, the investment
complies with the last clause of this definition;
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; provided, further,
that
no instrument described hereunder may be purchased at a price greater than
par
if such instrument may be prepaid or called at a price less than its purchase
price prior to its stated maturity; and provided further, that if S&P is
rating any of the Certificates, an instrument described hereunder shall be
rated
the applicable rating of S&P set forth above.
“Eligible
Substitute Mortgage Loan”: A Mortgage Loan substituted by the Seller
for a Defective Mortgage Loan which must, on the date of such
substitution: (i) have an outstanding Principal Balance after
deducting all scheduled principal payments due in the month of substitution
(or
in the case of a substitution of more than one Mortgage Loan for a Defective
Mortgage Loan, an aggregate Principal Balance), not in excess of and not less
than 95% of the Principal Balance of the Defective Mortgage Loan; (ii) have
a
Loan Rate not less than the Loan Rate of the Defective Mortgage Loan and not
more than 1% in excess of the Loan Rate of such Defective Mortgage Loan; (iii)
if such Defective Mortgage Loan is an adjustable-rate Mortgage Loan, have a
Loan
Rate based on the same Loan Index with adjustments to such Loan Rate made on
the
same interval between Interest Rate Adjustment Dates as that of the Defective
Mortgage Loan and have a Margin that is not less than the Margin of the
Defective Mortgage Loan and not more than one hundred (100) basis points higher
than the Margin for the Defective Mortgage Loan; (iv) have a Mortgage of the
same or higher level of priority as the Mortgage relating to the Defective
Mortgage Loan at the time such Mortgage was transferred to the Trust; (v) have
a
remaining term to maturity not more than six (6) months earlier and not later
than the remaining term to maturity of the Defective Mortgage Loan; (vi) comply
with each representation and warranty set forth in Section 2.04 (deemed to
be
made as of the date of substitution); (vii) have an original CLTV not greater
than that of the Defective Mortgage Loan; (viii) if such Defective Mortgage
Loan
is an adjustable-rate Mortgage Loan, have a Lifetime Rate Cap and a Periodic
Rate Cap no lower than the Lifetime Rate Cap and Periodic Rate Cap,
respectively, applicable to such Defective Mortgage Loan; (ix) have a credit
risk not less than the credit risk of the Defective Mortgage Loan; (x) be of
the
same type of Mortgaged Property as the Defective Mortgage Loan or a detached
single family residence and (xi) have a Prepayment Charge provision at least
equal to the Prepayment Charge provision of the Defective Mortgage
Loan. More than one Eligible Substitute Mortgage Loan may be
substituted for a Defective Mortgage Loan if such Eligible Substitute Mortgage
Loans meet the foregoing attributes in the aggregate.
“ERISA”: The
Employee Retirement Income Security Act of 1974, as amended.
“ERISA-Qualifying
Underwriting”: A best efforts or firm commitment underwriting or
private placement that meets the requirements of an Underwriter’s
Exemption.
“ERISA
Restricted Certificate”: The Class C, Class P and Residual
Certificates and any Certificate with a rating below the lowest applicable
rating permitted under the Underwriters’ Exemption.
“Escrow
Repair Loan”: A Mortgage Loan as to which the Servicer holds a
portion of the proceeds in escrow pending repair of the related Mortgaged
Property as specified in the related Mortgage and Mortgage Note.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Excess
Interest”: With respect to any Distribution Date, the Available Funds
remaining after the application of distributions pursuant to Section
5.01(a)(III)(i) through (xii).
“Excess
Overcollateralization Amount”: As to any Distribution Date, the
lesser of (i) the Aggregate Principal Amount for such Distribution Date and
(ii)
the excess, if any, of (x) the Overcollateralization Amount (assuming 100%
of
the Aggregate Principal Amount is distributed on the Offered Certificates)
over
(y) the Required Overcollateralization Amount.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder.
“Xxxxxx
Xxx”: Xxxxxx Mae (formerly known as the Federal National Mortgage
Association), or any successor thereto.
“FDIC”: The
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Scheduled Distribution Date”: As to any Class of Certificates, the
Distribution Date occurring in September 2037.
“First
Lien”: With respect to any Mortgage Loan which is a second priority
lien, the mortgage loan relating to the corresponding Mortgaged Property having
a first priority lien.
“Fitch”: Fitch
Inc., or its successor in interest.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount
equal to the product of (i) the Strike Rate, (ii) the Notional Amount (as
defined in the Interest Rate Swap Agreement) for that Distribution Date, and
(iii) a fraction, the numerator of which is 30 (or, for the first Distribution
Date, the number of days elapsed from and including the Effective Date (as
defined in the Interest Rate Swap Agreement) to but excluding the first
Distribution Date, determined on a 30/360 basis) and the denominator of which
is
360.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating
amount equal to the product of (i) Swap LIBOR, (ii) the Notional Amount (as
defined in the Interest Rate Swap Agreement) for that Distribution Date, and
(iii) a fraction, the numerator of which is the actual number of days in the
related calculation period and the denominator of which is 360.
“Foreclosure
Profits”: With respect to a Liquidated Mortgage Loan, the amount, if
any, by which (i) the aggregate of its Net Liquidation Proceeds exceeds (ii)
the
related Principal Balance (plus accrued and unpaid interest thereon at the
applicable Loan Rate from the date interest was last paid (or advanced and
not
reimbursed) through the date of receipt of the final Liquidation Proceeds)
of
such Liquidated Mortgage Loan immediately prior to the final recovery of its
Liquidation Proceeds.
“Form
8-K
Disclosure Information”: The meaning set forth in Section 3.13(a)(iii)
hereof.
“Xxxxxxx
Mac”: Xxxxxxx Mac (also known as the Federal Home Loan Mortgage
Corporation).
“Free
Writing Prospectus”: The free writing prospectus, dated August 27, 2007, and the
free writing prospectus, dated August 31, 2007, relating to the public offering
of the Offered Certificates.
“GAAP”: United
States generally accepted accounting principles as in effect from time to time,
consistently applied.
“Group
I
Certificates”: The Class AV Certificates.
“Group
I
Mortgage Loan”: Each adjustable-rate Mortgage Loan included in the
Trust Fund.
“Group
I
Parity Amount”: For any Distribution Date, the greater of (i) zero
and (ii) the excess, if any, of (x) the aggregate Certificate Principal Balance
of the Group I Certificates immediately prior to such Distribution Date over
(y)
the aggregate Principal Balance of the Group I Mortgage Loans as of the last
day
of the related Due Period.
“Group
I
Principal Distribution Amount”: With respect to any Distribution
Date, the lesser of (a) the greatest of (1) the product of (x) the Senior
Principal Distribution Amount for that Distribution Date and (y) a fraction,
the
numerator of which is the excess of (i) the aggregate Principal Balance of
the
Group I Mortgage Loans as of the first day of the related Due Period over (ii)
the aggregate Principal Balance of the Group I Mortgage Loans as of the last
day
of the related Due Period, and the denominator of which is the excess of (i)
the
Pool Balance as of the first day of the related Due Period over (ii) the Pool
Balance as of the last day of the related Due Period, (2) the Group I Parity
Amount and (3) the excess of (i) the Senior Principal Distribution Amount for
that Distribution Date over (ii) the aggregate Certificate Principal Balance
of
the Group II Certificates immediately prior to that Distribution Date and (b)
the aggregate Certificate Principal Balance of the Group I Certificates
immediately prior to that Distribution Date.
“Group
II
Certificates”: The Class AF Certificates.
“Group
II
Mortgage Loan”: Each fixed-rate Mortgage Loan included in the Trust
Fund.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date
the excess of (1) the Senior Principal Distribution Amount for that Distribution
Date over (2) the Group I Principal Distribution Amount for that Distribution
Date.
“High
Cost Home Loan”: A Mortgage Loan classified as (a) a “high cost” loan
under the Home Ownership and Equity Protection Act of 1994, (b) a “high cost,”
“threshold,” “covered,” “predatory” or similar loan under any other applicable
state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees) or (c) a “High Cost Loan” or “Covered Loan” as defined in
the current S&P LEVELS® Glossary.
“Indenture”: An
indenture relating to the issuance of notes secured by any of the Private
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, the Person (i) is in fact
independent of the Issuer, any other obligor on the Certificates, the Seller,
the Servicer, the Master Servicer, the Depositor and any Affiliate of any of
the
foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor,
the
Seller, the Servicer, the Master Servicer, the Depositor or any Affiliate of
any
of the foregoing Persons and (iii) is not connected with the Issuer, any such
other obligor, the Seller, the Servicer, the Master Servicer, the Depositor
or
any Affiliate of any of the foregoing Persons as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
“Initial
Deposit”: $99.08.
“Insurance
Proceeds”: Proceeds paid by any insurer pursuant to any insurance
policy covering a Mortgage Loan or Mortgaged Property, or amounts required
to be
paid by the Servicer pursuant to Section 3.05, net of any component thereof
(i)
covering any expenses incurred by or on behalf of the Servicer in connection
with obtaining such proceeds, (ii) applied to the restoration or repair of
the
related Mortgaged Property, (iii) released to the Mortgagor in accordance with
the Servicer’s normal servicing procedures or (iv) required to be paid to any
holder of a mortgage senior to such Mortgage Loan.
“Interest
Period”: With respect to the Group I Certificates and the Class AF-1
Certificates, the period from the preceding Distribution Date (or in the case
of
the first Distribution Date, from the Closing Date) through the day preceding
the applicable Distribution Date, calculated on the basis of a 360-day year
and
the actual number of days in the applicable Interest Period. With
respect to the Group II Certificates (other than the Class AF-1 Certificates),
the Mezzanine Certificates, Class C Certificates and each REMIC Regular Interest
and any Distribution Date, the calendar month preceding the month in which
such
Distribution Date occurs, which such calendar month shall be deemed to have
30
days.
“Interest
Rate Adjustment Date”: With respect to each adjustable-rate Mortgage
Loan, the date or dates on which the Loan Rate is subject to adjustment in
accordance with the related Mortgage Note.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated the
Closing Date, between the Swap Provider and the Supplemental Interest Trust,
including any schedule, confirmations, credit support annex or other credit
support document relating thereto, and attached hereto as Exhibit
T.
“LIBOR
Business Day”: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York or in the city
of
London, England are required or authorized by law to be closed.
“Lifetime
Rate Cap”: With respect to each adjustable-rate Mortgage Loan, the
maximum Loan Rate permitted over the life of such Mortgage Loan, as provided
by
the terms of the related Mortgage Note.
“Liquidated
Mortgage Loan”: As to any Distribution Date, a Mortgage Loan with
respect to which the Servicer has determined, in accordance with the servicing
procedures specified herein as of the end of the preceding related Prepayment
Period, that all Liquidation Proceeds which it expects to recover with respect
to such Mortgage Loan (including the disposition of the related REO Property)
have been received.
“Liquidation
Loan Losses”: For each Liquidated Mortgage Loan the amount, if any,
by which the Principal Balance thereof plus accrued and unpaid interest thereon
is in excess of the Net Liquidation Proceeds realized with respect
thereto.
“Liquidation
Proceeds”: Proceeds (including Insurance Proceeds) received in
connection with the liquidation of any Mortgage Loan or related REO Property,
whether through trustee’s sale, foreclosure sale or otherwise, other than
Subsequent Recoveries.
“Loan
Group”: Either Loan Group I or Loan Group II.
“Loan
Group I”: The Mortgage Loans identified on the Mortgage Loan Schedule
as being part of Loan Group I.
“Loan
Group II”: The Mortgage Loans identified on the Mortgage Loan
Schedule as being part of Loan Group II.
“Loan
Index”: With respect to each Interest Rate Adjustment Date for each
adjustable-rate Mortgage Loan that is identified on the Mortgage Loan Schedule
as having a LIBOR Loan Index, the average of the interbank offered rate for
six-month U.S. dollar denominated deposits in the London Market, as determined
according to the terms of the related Note.
“Loan
Rate”: With respect to any Mortgage Loan as of any day, the per annum
rate of interest applicable under the related Mortgage Note to the calculation
of interest for such day on the Principal Balance.
“Maintenance”: With
respect to any Cooperative Unit, the rent paid by the Mortgagor to the
Cooperative Corporation pursuant to the Proprietary Lease.
“Majority
Certificateholder”: The Holder or Holders of Certificates evidencing
Voting Rights in excess of 51% in the aggregate.
“Margin”: As
to any adjustable-rate Mortgage Loan, the percentage set forth as the “Margin”
for such Mortgage Loan on the Mortgage Loan Schedule.
“Marker
Rate”: With respect to the Class C Certificates 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 for which
the Corresponding Certificate is a Group I Certificate shall be multiplied
by a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 30.
“Master
Servicer”: Xxxxx Fargo Bank, N.A., a national banking association or
any successor thereto or any successor hereunder.
“Master
Servicer Event of Default”: As defined in Section 8.03.
“Master
Servicing Fee”: As to each Distribution Date and each Mortgage Loan,
the monthly fee payable to the Master Servicer, which is calculated as an amount
equal to the product of one-twelfth of the Master Servicing Fee Rate and the
Principal Balance thereof at the beginning of the related Due
Period.
“Master
Servicing Fee Rate”: For any Distribution Date, 0.0095% per
annum.
“Master
Servicing Officer”: Any officer of the Master Servicer involved in,
or responsible for, the administration and master servicing of the Mortgage
Loans whose name and specimen signature appear on a list of master servicing
officers furnished to the Trustee and the Securities Administrator by the Master
Servicer, as such list may be amended from time to time.
“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 LTAV1, REMIC 2 Regular Interest
LTAV2, REMIC 2 Regular Interest LTAV3, REMIC 2 Regular Interest LTAF1, REMIC
2
Regular Interest LTAF2, REMIC 2 Regular Interest LTAF3, REMIC 2 Regular Interest
LTAF4, REMIC 2 Regular Interest LTAF5, REMIC 2 Regular Interest LTAF6, 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
LTM8 and REMIC 2 Regular Interest LTM9, 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 for which the Corresponding Certificate is a Group I Certificate shall
be multiplied by a fraction, the numerator of which is the actual number of
days
elapsed in the related Interest 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
Mortgage Loan”: Any Mortgage Loan registered with MERS on the MERS
System.
“MERS®
System”: The system of recording transfers of mortgages
electronically maintained by MERS.
“Mezzanine
Certificates”: The Class M-1 Certificates, Class M-2 Certificates,
Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class
M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates and Class
M-9
Certificates.
“MIN”: The
Mortgage Identification Number for any MERS Mortgage Loan.
“MOM
Loan”: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.
“Monthly
Advance”: An advance made by the Servicer or the Master Servicer
pursuant to Section 3.15 or Section 4.16, respectively.
“Monthly
Payment”: The scheduled monthly payment of principal and/or interest
required to be made by a Mortgagor on the related Mortgage Loan.
“Moody’s”: Xxxxx’x
Investors Service, Inc. or its successor in interest.
“Mortgage”: The
mortgage, deed of trust or other instrument creating a first or second lien
on
an estate in fee simple interest in real property securing a Mortgage
Loan.
“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 Schedule”: With respect to any date, the schedule of Mortgage
Loans constituting assets of the Trust, which on the Closing Date shall be
the
schedule set forth herein as Exhibit C, which schedule sets forth as to each
Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) the state and
zip
code of the Mortgaged Property; (iii) a code indicating whether the Mortgaged
Property was represented by the borrower, at the time of origination, as being
owner-occupied; (iv) the type of Residential Dwelling constituting the Mortgaged
Property; (v) the original months to maturity; (vi) the stated remaining months
to maturity from the Cut-off Date based on the original amortization schedule;
(vii) the Combined Loan-to-Value Ratio at origination; (viii) the Loan Rate
in
effect immediately following the Cut-off Date; (ix) the date on which the first
Monthly Payment was due on the Mortgage Loan; (x) the stated maturity date;
(xi)
the amount of the Monthly Payment at origination; (xii) the amount of the
Monthly Payment due on the first Due Date after the Cut-off Date; (xiii) the
last Due Date on which a Monthly Payment was actually applied to the unpaid
Principal Balance; (xiv) the original Principal Balance of the Mortgage Loan;
(xv) the Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date; (xvi) a code indicating the purpose of the Mortgage Loan
(i.e., purchase financing, rate/term refinancing, cash-out refinancing); (xvii)
the Loan Rate at origination; (xviii) a code indicating the documentation
program (i.e., full documentation, limited documentation, stated income
documentation); (xix) the risk grade assigned by the Seller; (xx) the Appraised
Value of the Mortgaged Property; (xxi) the sale price of the Mortgaged Property,
if applicable; (xxii) the actual unpaid Principal Balance of the Mortgage Loan
as of the Cut-off Date; (xxiii) the type and term of the related Prepayment
Charge; (xxiv) the rounding code; (xxv) the program code; (xxvi) a code
indicating the lien priority for Mortgage Loans; (xxvii) with respect to each
adjustable-rate Mortgage Loan, the minimum Loan Rate, the maximum Loan Rate,
the
gross margin, the next Interest Rate Adjustment Date and the Periodic Rate
Cap;
(xxviii) the credit score (“FICO”) of such Mortgage Loan and (xix) the
debt-to-income ratio. The Seller shall indicate to the Trustee,
Master Servicer and Securities Administrator which Mortgage Loans, if any,
are
Cooperative Loans. The Mortgage Loan Schedule will be amended by the
Seller from time to time to reflect the substitution of an Eligible Substitute
Mortgage Loan for a Defective Mortgage Loan from time to time
hereunder.
“Mortgage
Loans”: The mortgage loans that are transferred and assigned to the
Trustee, on behalf of the Trust, on the Closing Date, pursuant to Sections
2.01
and 2.05, together with the Related Documents, and are held by the Custodian
on
behalf of the Trustee as a part of the Trust, exclusive of Mortgage Loans that
are transferred to the Servicer or the Seller, as the case may be, from time
to
time pursuant to Section 2.02, 2.04 or 3.16, such mortgage loans originally
so
held being identified in the Mortgage Loan Schedule.
“Mortgage
Note”: With respect to a Mortgage Loan, the note pursuant to which
the related mortgagor agrees to pay the indebtedness evidenced thereby which
is
secured by the related Mortgage.
“Mortgaged
Property”: The underlying property, including real property and
improvements thereon, securing a Mortgage Loan, which, with respect to a
Cooperative Loan, is the related Cooperative Shares and Proprietary
Lease.
“Mortgagor”: The
obligor or obligors under a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan,
Liquidation Proceeds, net of unreimbursed Servicing Fees, Master Servicing
Fees,
Servicing Advances and Monthly Advances with respect thereto.
“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”: As to any Distribution Date and the Group I Certificates, a
rate per annum equal to the product of (x) the weighted average Adjusted Net
Loan Rate of the Group I Mortgage Loans (weighted based on 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) 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 Interest Period.
For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as a per annum rate equal to the product of (x) the weighted average
of the REMIC 2 Remittance Rate on REMIC 2 Regular Interest LT1GRP, weighted
on
the basis of the Uncertificated Balance of such REMIC 2 Regular Interest 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 Interest Period.
As
to any
Distribution Date and the Group II Certificates, a rate per annum (adjusted,
in
the case of the Class AF-1 Certificates, for the actual number of days in the
related Interest Period) equal to the weighted average Adjusted Net Loan Rate
of
the Group II Mortgage Loans (weighted based on the aggregate Principal Balance
of the Group II 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. For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as a per annum rate equal to the weighted average of the REMIC 2
Remittance Rate on REMIC 2 Regular Interest LT2GRP, weighted on the basis of
the
Uncertificated Balance of such REMIC 2 Regular Interest.
As
to any
Distribution Date and the Mezzanine Certificates, a rate per annum equal to
the
weighted average (weighted in proportion to the results of subtracting from
(x)
the aggregate Principal Balance of the Mortgage Loans in each loan group 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 (y) the current aggregate Certificate Principal Balance of the related
Class A Certificates of (i) the Net WAC Rate for the Group I Certificates
(without regard to the adjustment for the actual number of days in the related
Interest Period) and (ii) the Net WAC Rate for the Group II Certificates. For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as a per annum rate equal to the weighted average of the REMIC 2
Remittance Rates on (a) REMIC 2 Regular Interest LT1SUB, subject to a cap and
a
floor equal to the weighted average of the Uncertificated REMIC 2 Pass-Through
Rate on REMIC 2 Regular Interest LT1GRP and (b) REMIC 2 Regular Interest LT2SUB,
subject to a cap and a floor equal to the Uncertificated REMIC 2 Pass-Through
Rate on REMIC 2 Regular Interest LT2GRP , weighted on the basis of the
Uncertificated Balance of each such REMIC 2 Regular Interest.
“NIM
Notes”: Each class of notes issued pursuant to an indenture, the
collateral for which consists of, primarily, the Class C and Class P
Certificates.
“Ninety
Day Delinquency Rate”: As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate Principal
Balances of (a) Mortgage Loans that are ninety (90) or more days delinquent
as
of the last day of the related Prepayment Period, (b) all REO Property and
(c)
Mortgage Loans in foreclosure or in bankruptcy and the denominator of which
is
the Pool Balance as of the last day of the related Due Period.
“Nonrecoverable
Advances”: With respect to any Mortgage Loan, (i) any Servicing
Advance or Monthly Advance previously made and not reimbursed pursuant to
Section 3.03(ii) or Section 5.04 or (ii) a Servicing Advance or Monthly Advance
proposed to be made in respect of a Mortgage Loan or REO Property which, in
the
good faith business judgment of the Servicer or the Master Servicer, as
applicable, as evidenced by an Officer’s Certificate delivered to the Seller,
the Master Servicer, the Securities Administrator and the Trustee no later
than
the Business Day following such determination, would not be ultimately
recoverable pursuant to Section 3.03(ii) or Section 5.04.
“Notional
Amount”: Immediately prior to any Distribution Date with respect to
the Class C Certificates, the aggregate Uncertificated Principal Balance of
the
REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
LTP).
“OC
Floor”: An amount equal to 0.50% of the Cut-off Date Pool
Balance.
“Offered
Certificates”: The Senior Certificates and the Mezzanine
Certificates.
“Officer’s
Certificate”: A certificate signed by the President, an Executive
Vice President, a Senior Vice President, a First Vice President, a Vice
President, Assistant Vice President, the Treasurer, Assistant Treasurer,
Assistant Secretary, Controller or Assistant Controller of the Servicer or
the
Master Servicer and delivered to the Trustee, the Master Servicer, the
Securities Administrator or the Custodian.
“Opinion
of Counsel”: A written opinion of counsel reasonably acceptable to
the Trustee and the Securities Administrator, who may be in-house counsel for
the Servicer, the Master Servicer, the Depositor or the Seller (except that
any
opinion relating to the qualification of the Trust as a REMIC or compliance
with
the REMIC Provisions must be an opinion of independent outside counsel) and
who,
in the case of opinions delivered to each Rating Agency, is reasonably
acceptable to it.
“Optional
Termination Date”: The Distribution Date following the Due Period at
the end of which the Pool Balance is less than 10% of the Cut-off Date Pool
Balance.
“Overcollateralization
Amount”: As to any Distribution Date, the excess, if any, of (i) the
Pool Balance as of the end of the related Due Period over (ii) the aggregate
Certificate Principal Balance of the Offered Certificates after giving effect
to
the distribution of the Principal Distribution Amount on such Distribution
Date.
“Ownership
Interest”: As to any Certificate 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 Group I Certificates and the Class AF-1
Certificates and any Distribution Date, the least of (a) the sum of the
Certificate Index and the applicable Certificate Margin, (ii) 14.00% per annum
and (c) the related Net WAC Rate.
With
respect to the Group II Certificates (other than the Class AF-1 Certificates)
and any Distribution Date, the lesser of (a) the fixed rate per annum set forth
below and (b) the related Net WAC Rate.
|
Fixed
Rate
|
||
|
Class
|
(1)
|
(2)
|
|
AF-2
|
6.998%
per annum
|
7.498%
per annum
|
|
AF-3
|
7.238%
per annum
|
7.738%
per annum
|
|
AF-4
|
7.460%
per annum
|
7.960%
per annum
|
|
AF-5
|
7.750%
per annum
|
8.250%
per annum
|
|
AF-6
|
7.357%
per annum
|
7.857%
per annum
|
|
M-1
|
7.750%
per annum
|
8.250%
per annum
|
|
M-2
|
7.750%
per annum
|
8.250%
per annum
|
|
M-3
|
7.750%
per annum
|
8.250%
per annum
|
|
M-4
|
7.000%
per annum
|
7.500%
per annum
|
|
M-5
|
7.000%
per annum
|
7.500%
per annum
|
|
M-6
|
7.000%
per annum
|
7.500%
per annum
|
|
M-7
|
7.000%
per annum
|
7.500%
per annum
|
|
M-8
|
7.000%
per annum
|
7.500%
per annum
|
|
M-9
|
7.000%
per annum
|
7.500%
per annum
|
____________________
|
(1)
|
Prior
to or on the optional termination
date.
|
|
(2)
|
After
the optional termination date.
|
With
respect to the Class C Certificates 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,
XXXX0, XXXX0, XXXX0, XXXX0, XXXX0, LTAF4, LTAF5, LTAF6, LTM1, LTM2, LTM3, LTM4,
LTM5, LTM6, LTM7, LTM8, LTM9 and LTZZ.
The
REMIC
3 Regular Interest SWAP IO 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
Class
P Certificates and the Residual Certificates will not accrue interest and
therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section
6.05.
“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 on
the
Closing Date and the denominator of which is the Original Class Certificate
Principal Balance of the related Class (as set forth in the Preliminary
Statement hereto). 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 with
respect to which the related Mortgage Note provides for a periodic rate cap,
the
maximum percentage increase or decrease in the Loan Rate permitted for such
Mortgage Loan over the Loan Rate in effect as of an Interest Rate Adjustment
Date, as set forth on the Mortgage Loan Schedule.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a
Disqualified Organization or a non-U.S. Person.
“Person”: Any
individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
“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.
“Plan
Assets”: Assets of a Plan within the meaning of Department of Labor regulation
29 C.F.R. § 2510.3-101.
“Pool
Balance”: With respect to any date of determination, the aggregate Principal
Balance of the Mortgage Loans as of the applicable date.
“Prepayment
Charge”: As to a Mortgage Loan, any charge to be paid by a Mortgagor
in connection with certain partial prepayments and all prepayments in full
made
during the related Prepayment Charge Period, the Prepayment Charges with respect
to each applicable Mortgage Loan so held by the Trust being identified in the
Prepayment Charge Schedule (other than any Prepayment Charge Payment
Amount).
“Prepayment
Charge Payment Amount”: The amounts payable by the Servicer pursuant
to Section 3.21.
“Prepayment
Charge Period”: As to any Mortgage Loan, the period of time, if any,
during which a Prepayment Charge may be imposed.
“Prepayment
Charge Schedule”: As of any date, the list of Mortgage Loans subject
to Prepayment Charges included in the Trust on such date, attached hereto as
Exhibit X (including the prepayment charge summary attached
thereto). The Prepayment Charge Schedule shall set forth the
following information with respect to each such Mortgage Loan subject to a
Prepayment Charge:
(i) the
Mortgage Loan account number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
first
date on which a Monthly Payment is or was due under the related Mortgage
Note;
(iv) the
original term of the Prepayment Charge;
(v) the
Cut-off Date Principal Balance of the related Mortgage Loan; and
(vi) the
remaining term of the Prepayment Charge.
The
Prepayment Charge Schedule shall be amended by the Seller and delivered to
the
Trustee, the Securities Administrator, the Master Servicer and the Servicer
from
time to time in accordance with the provisions of this Agreement, and the
Trustee , the Securities Administrator, the Master Servicer and the Servicer
shall have no responsibility to recalculate or otherwise review the information
set forth therein.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each
Mortgage Loan that was the subject during the related Prepayment Period of
a
voluntary Principal Prepayment in full (other than Principal Prepayments in
full
that occur during the portion of the related Prepayment Period that is in the
same calendar month as the Distribution Date), an amount equal to the excess,
if
any, of (i) 30 days of accrued interest on the Principal Balance of such
Mortgage Loan at the Loan Rate (or at such lower rate as may be in effect for
such Mortgage Loan pursuant to application of the Civil Relief Act), net of
the
Servicing Fee Rate (which shall constitute payment of the Servicing Fee with
respect to such Mortgage Loan), with respect to the Servicer’s obligation in
respect of any Prepayment Interest Shortfall and net of the Master Servicing
Fee
Rate (which shall constitute payment of the Master Servicing Fee with respect
to
such Mortgage Loan), with respect to the Master Servicer’s obligation in respect
of any Prepayment Interest Shortfall, over (ii) the amount of interest actually
remitted by the Mortgagor in connection with such Principal
Prepayment.
“Prepayment
Period”: With respect to any Distribution Date and any Principal
Prepayment in full, the period from the 16th day of
the
calendar month preceding the month in which such Distribution Date occurs (or
in
the case of the first Distribution Date, from the related Cut-off Date) through
the 15th day of
the month in which such Distribution Date occurs. With respect to any
Distribution Date and any Curtailment, the calendar month preceding such
Distribution Date.
“Principal
Balance”: With respect to any date and as to any Mortgage
Loan, other than a Liquidated Mortgage Loan, the related Cut-off Date Principal Balance, minus (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 Servicer and distributed pursuant to Section 5.01 on or
before such date of determination and (ii) all other collections credited against the Cut-off Date
Principal Balance of such Mortgage Loan, as of such date. 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 immediately prior to the final recovery of related Liquidation Proceeds and a Principal
Balance of zero thereafter.
“Principal
Distribution Amount”: With respect to any Distribution Date, the lesser of (1)
the aggregate Certificate Principal Balance of the Offered Certificates
immediately preceding such Distribution Date and (2) the sum of (x) the
Aggregate Principal Amount for such Distribution Date minus the Excess
Overcollateralization Amount, if any, for such Distribution Date and (y) the
Subordination Increase Amount, if any, for such Distribution Date. On
the first Distribution Date, the Principal Distribution Amount will also include
the Initial Deposit.
“Principal
Prepayment”: Any payment or other recovery of principal on a Mortgage
Loan equal to the outstanding principal balance thereof, received in advance
of
the final scheduled Due Date which is intended to satisfy a Mortgage Loan in
full (without regard to any Prepayment Charge that may have been collected
by
the Servicer in connection with such payment of principal).
“Private
Certificates”: The Class C Certificates, the Class P Certificates and
the Residual Certificates.
“Proprietary
Lease”: With respect to any Cooperative Unit, a lease or occupancy
agreement between a Cooperative Corporation and a holder of related Cooperative
Shares.
“Prospectus”: The
base prospectus of the Depositor dated August 27, 2007.
“Prospectus
Supplement”: The prospectus supplement dated August 31, 2007 relating
to the offering of the Offered Certificates.
“Purchase
Price”: As to any Mortgage Loan repurchased on any date pursuant to
Section 2.02, 2.04 or 3.16, an amount equal to the sum of (i) the unpaid
Principal Balance thereof, (ii) the greater of (a) all unpaid accrued interest
thereon to the end of the Due Period preceding the Distribution Date on which
such Purchase Price is included in Available Funds and (b) thirty (30) days’
interest thereon, computed at the applicable Loan Rate; provided, however,
that
if the purchaser is the Servicer, the amount described in clause (ii) shall
be
computed at the Loan Rate net of the Servicing Fee Rate (which shall constitute
payment of the Servicing Fee with respect to such Mortgage Loan), (iii) if
the
purchaser is the Seller, (x) any unreimbursed Servicing Advances with respect
to
such Mortgage Loan and (y) expenses reasonably incurred or to be incurred by
the
Servicer, the Master Servicer, the Securities Administrator, the Trust or the
Trustee in respect of the breach or defect giving rise to the purchase
obligation, including costs due to any violations of any predatory or abusive
lending law and (iv) the amount of any penalties, fines, forfeitures, legal
fees
and related costs, judgments and any other costs, fees and expenses incurred
by
or imposed on the Trustee, the Servicer, the Master Servicer, the Securities
Administrator or the Trust or with respect to which any of them are liable
arising from a breach by the Seller of its representations and warranties in
Section 2.04.
“Rating
Agency”: Initially Xxxxx’x and S&P, and their successors and
assigns. If such agency or a successor is no longer in existence,
“Rating Agency” shall include such other statistical credit rating agency, or
other comparable Person, designated by the Depositor, notice of which
designation shall be given to the Trustee and the Securities
Administrator. References herein to the highest short term unsecured
rating category of a Rating Agency shall mean “A-1” or better in the case of
S&P and “P-1” or better in the case of Xxxxx’x. References herein
to the highest long-term rating category of a Rating Agency shall mean “AAA” in
the case of S&P and “Aaa” in the case of Xxxxx’x.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the aggregate Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage
Loan. If the Servicer receives a Subsequent Recovery 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.
“Recognition
Agreement”: With respect to any Cooperative Loan, an agreement
between the Cooperative Corporation and the originator of such Mortgage Loan,
which establishes the rights of such originator in the Cooperative
Property.
“Record
Date”: With respect to the Group I Certificates and the Class AF-1
Certificates and any Distribution Date, the Business Day preceding such
Distribution Date (except in the case of the first Distribution Date, for which
the Record Date shall be the Closing Date); provided, however, that if the
Group
I Certificates or the Class AF-1 Certificates are no longer Book-Entry
Certificates, the “Record Date” shall be the last Business Day of the month
immediately preceding the month in which the related Distribution Date
occurs. With respect to the Group II Certificates (other than the
Class AF-1 Certificates), the Private Certificates and any Distribution Date,
(except in the case of the first Distribution Date) the last Business Day of
the
month immediately preceding the month in which the related Distribution Date
occurs. With respect to the Group II Certificates (other than the Class AF-1
Certificates and the Private Certificates) the Record Date shall be the Closing
Date.
“Reference
Bank Rate”: As to any Interest Period relating to the Group I
Certificates and the Class AF-1 Certificates as follows: the
arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth
of
a percent) of the offered rates for United States dollar deposits for one month
which are offered by the Reference Banks as of 11:00 A.M., London time, on
the
second LIBOR Business Day prior to the first day of such Interest Period to
prime banks in the London interbank market for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the Group
I Certificates and the Class AF-1 Certificates; provided that at least two
such
Reference Banks provide such rate. If fewer than two offered rates
appear, the Reference Bank Rate will be the arithmetic mean of the rates quoted
by one or more major banks in New York City, selected by the Securities
Administrator after consultation with the Seller, as of 11:00 A.M., New York
City time, on such date for loans in U.S. Dollars to leading European Banks
for
a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Group I Certificates and the Class AF-1
Certificates. If no such quotations can be obtained, the Reference
Bank Rate shall be the Reference Bank Rate applicable to the preceding Interest
Period.
“Reference
Banks”: Three major banks that are engaged in the London interbank
market, selected by the Seller after consultation with the Securities
Administrator.
“Regular
Certificates”: The Offered Certificates, the Class C Certificates and
the 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 (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.
“Related
Documents”: As defined in Section 2.01.
“Released
Mortgaged Property Proceeds”: As to any Mortgage Loan, proceeds
received by the Servicer in connection with (a) a taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or (b)
any
release of part of the Mortgaged Property from the lien of the related Mortgage,
whether by partial condemnation, sale or otherwise, which are not released
to
the Mortgagor in accordance with applicable law and mortgage servicing standards
the Servicer would use in servicing mortgage loans for its own account and
this
Agreement.
“Relevant
Servicing Criteria”: The Servicing Criteria applicable to the various parties,
as set forth on Exhibit M. For clarification purposes, multiple
parties can have responsibility for the same Relevant Servicing
Criteria. With respect to a Servicing Function Participant engaged by
the Servicer, the Master Servicer, the Securities Administrator, the Trustee,
and the Custodian, the term “Relevant Servicing Criteria” may refer to a portion
of the Relevant Servicing Criteria applicable to such parties.
“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 Assignment Agreement
(including any security interest created thereby) and (v) the Collection
Account, 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 Basis
Risk Reserve Account, any Servicer Prepayment Charge Payment Amounts, the Swap
Account, the Supplemental Interest Trust or the Interest Rate Swap
Agreement.
“REMIC
1
Group I Regular Interests”: REMIC 1 Regular Interest I and REMIC 1 Regular
Interest I-1-A through REMIC I Regular Interest I-35-B as designated in the
Preliminary Statement hereto.
“REMIC
1
Group II Regular Interests”: REMIC 1 Regular Interest II and REMIC 1
Regular Interest II-1-A through REMIC 1 Regular Interest II-35-B as designated
in the Preliminary Statement hereto.
“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 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
Marker Allocation Percentage”: 50% of any amount payable or loss
attributable from the Mortgage Loans, which shall be allocated to REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTAV1, REMIC 2 Regular Interest
LTAV2, REMIC 2 Regular Interest LTAV3, REMIC 2 Regular Interest LTAF1, REMIC
2
Regular Interest LTAF2, REMIC 2 Regular Interest LTAF3, REMIC 2 Regular Interest
LTAF4, REMIC 2 Regular Interest LTAF5, REMIC 2 Regular Interest LTAF6, 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
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTZZ and REMIC
2
Regular Interest LTP
“REMIC
2
Overcollateralization Amount”: With respect to any date of determination, (i)
0.50% 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 LTAV1, REMIC 2
Regular Interest LTAV2, REMIC 2 Regular Interest LTAV3, REMIC 2 Regular Interest
LTAF1, REMIC 2 Regular Interest LTAF2, REMIC 2 Regular Interest LTAF3, REMIC
2
Regular Interest LTAF4, REMIC 2 Regular Interest LTAF5, REMIC 2 Regular Interest
LTAF6, 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 LTM8 and REMIC 2 Regular Interest LTM9 in each case as of
such
date of determination.
“REMIC
2
Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target
Amount.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of the aggregate 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 LTAV1, REMIC 2 Regular Interest
LTAV2, REMIC 2 Regular Interest LTAV3, REMIC 2 Regular Interest LTAF1, REMIC
2
Regular Interest LTAF2, REMIC 2 Regular Interest LTAF3, REMIC 2 Regular Interest
LTAF4, REMIC 2 Regular Interest LTAF5, REMIC 2 Regular Interest LTAF6, 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
LTM8 and REMIC 2 Regular Interest LTM9, and the denominator of which is the
aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest LTAV1,
REMIC 2 Regular Interest LTAV2, REMIC 2 Regular Interest LTAV3, REMIC 2 Regular
Interest LTAF1, REMIC 2 Regular Interest LTAF2, REMIC 2 Regular Interest LTAF3,
REMIC 2 Regular Interest LTAF4, REMIC 2 Regular Interest LTAF5, REMIC 2 Regular
Interest LTAF6, 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 LTM8, REMIC 2 Regular Interest LTM9 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 (other than REMIC 2 Regular Interest
LTIO), 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 LTAV1, REMIC 2 Regular Interest LTAV2, REMIC 2 Regular Interest LTAV3,
REMIC 2 Regular Interest LTAF1, REMIC 2 Regular Interest LTAF2, REMIC 2 Regular
Interest LTAF3, REMIC 2 Regular Interest LTAF4, REMIC 2 Regular Interest LTAF5,
REMIC 2 Regular Interest LTAF6, 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 LTM8, REMIC 2 Regular Interest LTM9,
REMIC 2 Regular Interest LTZZ, REMIC 2 Regular Interest LTP, REMIC 2 Regular
Interest LTIO, REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT1GRP,
REMIC 2 Regular Interest LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC
2
Regular Interest LTXX.
“REMIC
2
Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of
each REMIC 2 Regular Interest ending with the designation “SUB,” equal to the
ratio between, with respect to each such REMIC 2 Regular Interest, the excess
of
(x) the aggregate Principal Balance of the Mortgage Loans in the related Loan
Group over (y) the current Certificate Principal Balance of Class A Certificates
in the related Loan Group.
“REMIC
2
Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
attributable to the Mortgage Loans, which shall be allocated to REMIC 2 Regular
Interest LT1SUB, REMIC 2 Regular Interest LT1GRP, REMIC 2 Regular Interest
LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC 2 Regular Interest
LTXX.
“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, REMIC 3 Regular Interest SWAP IO 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
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 and REMIC 3 Regular Interest SWAP IO.
“REO
Property”: A Mortgaged Property that is acquired by the Servicer or
the Master Servicer on behalf of the Trust in foreclosure or by deed in lieu
of
foreclosure.
“Reportable
Event”: The meaning set forth in Section 3.13(a)(iii) hereof.
“Reporting
Servicer”: As set forth in Section 3.13(a)(iv) hereof.
“Required
Overcollateralization Amount”: With respect to any Distribution Date (a) prior
to the Stepdown Date, the product of (x) 5.95% and (y) the Cut-Off Date Pool
Balance and (b) on and after the Stepdown Date, the greater of (1) the lesser
of
(x) the product of 5.95% and the Cut-Off Date Pool Balance and (y) the product
of 11.90% and the Pool Balance as of the end of the related Due Period and
(2)
the OC Floor.
Notwithstanding
the foregoing, on each Distribution Date during the continuance of (a) a
Delinquency Event (whether or not a Cumulative Loss Event is continuing), the
Required Overcollateralization Amount will equal the Required
Overcollateralization Amount in effect as of the immediately preceding
Distribution Date or (b) a Cumulative Loss Event (and a Delinquency Event is
not
then continuing), the Required Overcollateralization Amount will equal the
lesser of (x) the Required Overcollateralization Amount in effect as of the
immediately preceding Distribution Date and (y) the product of 23.80% and the
Pool Balance as of the end of the related Due Period; provided, however, the
Required Overcollateralization Amount will never be less than the OC
Floor.
“Residential
Dwelling”: A one- to five-family dwelling, a five- to eight-family
dwelling, a mixed use property, a unit in a planned unit development, a unit
in
a condominium development, a townhouse, a unit in a cooperative or a mobile
home
treated as real property under local law.
“Residual
Certificates”: The Class R Certificates.
“Responsible
Officer”: When used with respect to the Securities Administrator, any
officer assigned to the corporate trust group (or any successor thereto),
including any executive vice president, senior vice president, first vice
president, vice president, assistant vice president, controller, assistant
controller, trust officer, any assistant secretary, any trust officer or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Agreement. When used
with respect to the Trustee, any officer in the Corporate Trust Office with
direct responsibility for the administration of this Agreement. When
used with respect to the Depositor, the Seller, the Master Servicer or Servicer,
the President or any Vice President, Assistant Vice President or any Secretary
or Assistant Secretary.
“S&P”:
Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies,
Inc.
“SAIF”: The
Savings Association Insurance Fund, as from time to time constituted, created
under the Financial Institutions Reform, Recovery and Enhancement Act of 1989,
or, if at any time after the execution of this Agreement the Savings Association
Insurance Fund is not existing and performing duties now assigned to it, the
body performing such duties on such date.
“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.
“Securities
Administrator”: Xxxxx Fargo Bank, N.A., a national banking
association or any successor thereto or any successor hereunder.
“Securities
Administrator Information”: As defined in Section 3.13
herein.
“Security
Agreement”: With respect to any Cooperative Loan, the agreement
between the owner of the related Cooperative Shares and the originator of the
related Mortgage Note, which defines the terms of the security interest in
such
Cooperative Shares and the related Proprietary Lease.
“Seller”: Delta
Funding Corporation, a New York corporation, or any successor
thereto.
“Senior
Certificate”: Any Group I Certificate or Group II
Certificate.
“Senior
Certificateholder”: The Holder of a Senior Certificate.
“Senior
Enhancement Percentage”: As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of (i) the aggregate
Certificate Principal Balances of the Mezzanine Certificates and (ii) the
Overcollateralization Amount (in each case, on the prior Distribution Date)
and
the denominator of which is the Pool Balance as of the last day of the prior
Due
Period.
“Senior
Principal Distribution Amount”: With respect to (a) any Distribution
Date prior to the Stepdown Date or during the continuation of a Delinquency
Event, the lesser of (1) 100% of the Principal Distribution Amount and (2)
the
aggregate Certificate Principal Balance of the Senior Certificates immediately
prior to that Distribution Date, and (b) any other Distribution Date, an amount
equal to the lesser of (1) the Principal Distribution Amount and (2) the excess,
if any, of (x) the aggregate Certificate Principal Balance of the Senior
Certificates immediately prior to the applicable Distribution Date over (y)
the
lesser of (A) 66.60% of the Pool Balance as of the last day of the related
Due
Period minus the Subordination Required Overcollateralization Amount for that
Distribution Date and (B) the Pool Balance as of the last day of the related
Due
Period minus the OC Floor.
“Servicer”: Ocwen
Loan Servicing, LLC, a federally chartered savings bank or any successor thereto
or any successor hereunder.
“Servicer
Event of Default”: As defined in Section 8.01 herein.
“Servicer
Information”: As defined in Section 3.13 herein.
“Servicer
Reimbursement Amount”: As defined in Section 3.20
herein.
“Servicer
Termination Test”: The Servicer Termination Test is failed if either
(x) Cumulative Net Losses for the Mortgage Loans exceed 5.50% of the aggregate
Certificate Principal Balance of the Offered Certificates on the Closing Date
or
(y) the most recent Three Month 90-Day Delinquency Rate exceeds
30%.
“Servicing
Advances”: All reasonable and customary “out of pocket” costs and
expenses incurred prior to, on or after the Cut-off Date in the performance
by
the Servicer of its servicing obligations under this Agreement, including,
but
not limited to, the cost of (i) the preservation, restoration and protection
of
the Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures and any litigation related to a Mortgage Loan, (iii) the management
and liquidation of the REO Property, including reasonable fees paid to any
independent contractor in connection therewith, (iv) compliance with the
obligations under Section 3.04, 3.06 or 3.19, (v) 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, (vi) in connection
with
the liquidation of a Mortgage Loan, expenditures relating to the purchase or
maintenance of the First Lien pursuant to Section 3.17, all of which reasonable
and customary out-of-pocket costs and expenses are reimbursable to the Servicer
to the extent provided in Section 3.03(ii), Section (vi) and Section 3.06 and
(vii) 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) not customarily processed internally by servicers in the
servicing industry reasonably necessary for the Servicer to perform its
obligations under this Agreement.
“Servicing
Certificate”: A certificate completed and executed by a Servicing
Officer on behalf of the Servicer.
“Servicing
Compensation”: The Servicing Fee and other amounts to which the
Servicer is entitled pursuant to Section 3.08.
“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”: As to each Distribution Date and each Mortgage Loan, the
monthly fee payable to the Servicer, which is calculated as an amount equal
to
the product of one-twelfth of the Servicing Fee Rate and the Principal Balance
thereof at the beginning of the related Due Period.
“Servicing
Fee Rate”: For any Distribution Date, 0.50% per annum, which shall
not exceed 0.50% per annum upon the Optional Termination Date and shall survive
the termination of this Agreement.
“Servicing
Function Participant”: Any Sub-Servicer, Subcontractor or any other
Person, other than the Servicer, the Master Servicer, the Trustee, the Custodian
and the Securities Administrator, that is determined to be “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, without
regard to any threshold referenced therein.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name and
specimen signature appear on a list of servicing officers furnished to the
Trustee, the Master Servicer and the Securities Administrator by the Servicer,
as such list may be amended from time to time.
“Servicing
Rights Owner”: The Servicer or an Affiliate of the Servicer that has
acquired or may acquire ownership of the servicing rights associated with the
servicing rights and obligations under this Agreement.
“Servicing
Rights Pledgee”: As defined in Section 7.04.
“Servicing
Transfer Costs”: All reasonable costs and expenses incurred by the
Successor Servicer or the Successor Master Servicer in connection with the
transfer of servicing from a predecessor Servicer or the transfer of master
servicing from the predecessor Master Servicer, as applicable, including,
without limitation, any reasonable costs or expenses associated with the
complete transfer of all electronic servicing data and the completion,
correction or manipulation of such electronic servicing data as may be required
by the successor to correct any errors or insufficiencies in the servicing
data
or otherwise to enable the successor to service or master service, as
applicable, the Mortgage Loans properly and effectively.
“Significance
Percentage”: The percentage equivalent of a fraction, the numerator of which is
the net present value of the estimated future amounts payable under the Interest
Rate Swap Agreement and the denominator of which is the aggregate Certificate
Principal Balance of the Offered Certificates on such Distribution Date (after
giving effect to all distributions on such Distribution Date), in each case
as
determined pursuant to the Interest Rate Swap Agreement.
“Sixty
Day Delinquency Rate”: As to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate Principal
Balance of (a) Mortgage Loans that are 60 or more days delinquent, (b) Mortgage
Loans that are 60 or more days delinquent and in bankruptcy or foreclosure
and
(c) all REO Property, in each case, as of the last day of the preceding month,
and the denominator of which is the Pool Balance as of the last day of the
related Due Period.
“Stepdown
Date”: The earlier to occur of (x) the first Distribution Date after
the Distribution Date on which the aggregate Certificate Principal Balance
of
the Senior Certificates is reduced to zero and (y) the later to occur of (A)
the
Distribution Date in September 2010 and (B) the first Distribution Date on
which
the Senior Enhancement Percentage (calculated for this purpose only after taking
into account payments of principal on the Mortgage Loans, but prior to
distribution of the Principal Distribution Amount to the Offered Certificates
then entitled to distributions of principal on such Distribution Date), is
at
least equal to 45.30%.
“Stepped
Fixed Rate Loan”: A Mortgage Loan having a fixed rate throughout its term, and a
thirty year maturity without a balloon payments that is comprised of a fixed
monthly payment based on an amortization greater than thirty years during the
first ten years of such Mortgage Loan’s term and a fixed monthly payment based
on a twenty year amortization during the next twenty years of such Mortgage
Loan’s term.
“Strike
Rate”: 5.25% per annum.
“Subcontractor”: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
under
the direction or authority of the Servicer (or a Sub-Servicer of the Servicer),
the Master Servicer, the Trustee, the Custodian or the Securities
Administrator.
“Subordination
Deficiency”: As to any Distribution Date, the excess, if any, of (i)
the Required Overcollateralization Amount for such Distribution Date over (ii)
the Overcollateralization Amount for such Distribution Date after giving effect
to the distribution of the Aggregate Principal Amount on such Distribution
Date.
“Subordination
Increase Amount”: As to any Distribution Date, the lesser of (i) the
Subordination Deficiency and (ii) the Excess Interest.
“Subordination
Required Overcollateralization Amount”: As to any Distribution Date
on which a Delinquency Event does not exist, the Required Overcollateralization
Amount, without giving effect to the OC Floor calculation. As to any
other Distribution Date, the Required Overcollateralization Amount.
“Subsequent
Recovery”: With respect to any Liquidated Mortgage Loan, an amount received in
respect of principal on such Mortgage Loan which has previously been allocated
as an Applied Realized Loss Amount to a Class or Classes of Certificates net
of
reimburseable expenses.
“Subservicer”:
Any Person that services Mortgage Loans on behalf of the Servicer, and is
responsible for the performance (whether directly or through sub-servicers
or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed under this Agreement or any sub-servicing agreement
that are identified in Item 1122(d) of Regulation AB.
“Subservicing
Agreement”: Any agreement between the Servicer and any Subservicer relating to
subservicing and/or administration of certain Mortgage Loans as provided in
Section 3.01(b), a copy of which shall be delivered, along with any
modifications thereto, to the Trustee, the Master Servicer and the Securities
Administrator.
“Subservicing
Agreement”: Any agreement between the Servicer and any Subservicer
relating to subservicing and/or administration of certain Mortgage Loans as
provided in Section 3.01(b), a copy of which shall be delivered, along with
any
modifications thereto, to the Trustee, the Master Servicer and the Securities
Administrator.
“Substitution
Adjustment”: As to any date on which a substitution occurs pursuant
to Section 2.05, the sum of (a) the excess of (i) the aggregate Principal
Balances of all Defective Mortgage Loans to be replaced by Eligible Substitute
Mortgage Loans (after application of principal payments received on or before
the date of substitution of any Eligible Substitute Mortgage Loans as of the
date of substitution) over (ii) the Principal Balance of such Eligible
Substitute Mortgage Loans and (b) the greater of (x) accrued and unpaid interest
on such excess through the Due Period relating to the Distribution Date for
which such Substitution Adjustment will be included as part of Available Funds
and (y) thirty (30) days’ interest on such excess calculated on a 360-day year
in each case at the Loan Rate and (c) the amount of any unreimbursed Servicing
Advances made by the Servicer with respect to such Defective Mortgage Loan
and
(d) the amount referred to in clause (iv) of the definition of Purchase Price
in
respect of such Defective Mortgage Loan.
“Successor
Servicer”: As defined in Section 8.02.
“Successor
Master Servicer”: As defined in Section 8.04.
“Supplemental
Interest Trust”: As defined in Section 5.08.
“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
5.08. The Swap Account must be an Eligible Account.
“Swap
Credit Support Annex”: The credit support annex, dated the Closing Date, between
the Swap Provider and the Supplemental Interest Trust, which is annexed to
and
forms part of the Interest Rate Swap Agreement.
“Swap
Expense Fee Rate”: With respect to any Distribution Date, 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 REMIC 3 Regular
Interest SWAP IO and the scheduled notional amount pursuant to the Interest
Rate
Swap Agreement.
“Swap
LIBOR”: A per annum rate equal to the floating rate payable by the
Swap Provider under the Interest Rate Swap Agreement.
“Swap
Provider”: The swap provider under the Interest Rate Swap
Agreement. Initially, the Swap Provider shall be The Royal Bank of
Scotland plc.
“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 11.01(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 Trustee 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.
“Three
Month Delinquency Rate”: As to any Distribution Date the arithmetic
average of the Sixty Day Delinquency Rates for the related Distribution Date
and
the two immediately preceding Distribution Dates.
“Three
Month 90-Day Delinquency Rate”: As to any Distribution Date and each
Loan Group, the arithmetic average of the Ninety Day Delinquency Rates for
the
related Distribution Date and the two immediately preceding Distribution
Dates.
“Trust
Fund”: All of the assets of the Trust created hereunder, consisting
of REMIC 1, REMIC 2, REMIC 3, any Servicer Prepayment Charge Payment Amounts,
the Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental
Interest Trust and the Interest Rate Swap Agreement.
“Trustee”: HSBC
Bank USA, National Association, or any successor Trustee appointed in accordance
with this Agreement that has accepted such appointment in accordance with this
Agreement.
“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, Civil 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 Civil 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
and 2nd
|
I-1-A
through I-35-A and II-1-A through II-35-A
|
|
3
|
I-2-A
through I-35-A and II-2-A through II-35-A
|
|
4
|
I-3-A
through I-35-A and II-3-A through II-35-A
|
|
5
|
I-4-A
through I-35-A and II-4-A through II-35-A
|
|
6
|
I-5-A
through I-35-A and II-5-A through II-35-A
|
|
7
|
I-6-A
through I-35-A and II-6-A through II-35-A
|
|
8
|
I-7-A
through I-35-A and II-7-A through II-35-A
|
|
9
|
I-8-A
through I-35-A and II-8-A through II-35-A
|
|
10
|
I-9-A
through I-35-A and II-9-A through II-35-A
|
|
11
|
I-10-A
through I-35-A and II-10-A through II-35-A
|
|
12
|
I-11-A
through I-35-A and II-11-A through II-35-A
|
|
13
|
I-12-A
through I-35-A and II-12-A through II-35-A
|
|
14
|
I-13-A
through I-35-A and II-13-A through II-35-A
|
|
15
|
I-14-A
through I-35-A and II-14-A through II-35-A
|
|
16
|
I-15-A
through I-35-A and II-15-A through II-35-A
|
|
17
|
I-16-A
through I-35-A and II-16-A through II-35-A
|
|
18
|
I-17-A
through I-35-A and II-17-A through II-35-A
|
|
19
|
I-18-A
through I-35-A and II-18-A through II-35-A
|
|
20
|
I-19-A
through I-35-A and II-19-A through II-35-A
|
|
21
|
I-20-A
through I-35-A and II-20-A through II-35-A
|
|
22
|
I-21-A
through I-35-A and II-21-A through II-35-A
|
|
23
|
I-22-A
through I-35-A and II-22-A through II-35-A
|
|
24
|
I-23-A
through I-35-A and II-23-A through II-35-A
|
|
25
|
I-24-A
through I-35-A and II-24-A through II-35-A
|
|
26
|
I-25-A
through I-35-A and II-25-A through II-35-A
|
|
27
|
I-26-A
through I-35-A and II-26-A through II-35-A
|
|
28
|
I-27-A
through I-35-A and II-27-A through II-35-A
|
|
29
|
I-28-A
through I-35-A and II-28-A through II-35-A
|
|
30
|
I-29-A
through I-35-A and II-29-A through II-35-A
|
|
31
|
I-30-A
through I-35-A and II-30-A through II-35-A
|
|
32
|
I-31-A
through I-35-A and II-31-A through II-35-A
|
|
33
|
I-32-A
through I-35-A and II-32-A through II-35-A
|
|
34
|
I-33-A
through I-35-A and II-33-A through II-35-A
|
|
35
|
I-34-A
through I-35-A and II-34-A through II-35-A
|
|
36
|
I-35-A
and II-35-A
|
|
thereafter
|
$0.00
|
With
respect to REMIC 2 Regular Interest LTIO and any Distribution Date, an amount
equal to the Uncertificated Notional Amount of REMIC 1 Regular Interest LTIO.
With respect to the REMIC 3 Regular Interest SWAP IO and any Distribution Date,
an amount equal to the Uncertificated Notional Amount of 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 5.12 and, if
and
to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 5.12, and the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTZZ shall be
increased by interest deferrals as provided in Section 5.12. 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 Offered 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, a per annum rate equal to the weighted average Net Loan Rate 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 Net Loan Rate of
the Mortgage Loans multiplied by 2, subject to a maximum rate of
10.50%. 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 Net Loan Rate of the Mortgage
Loans over (ii) 10.50% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTAV1, REMIC 2 Regular Interest LTAV2, REMIC
2
Regular Interest LTAV3, REMIC 2 Regular Interest LTAF1, REMIC 2 Regular Interest
LTAF2, REMIC 2 Regular Interest LTAF3, REMIC 2 Regular Interest LTAF4, REMIC
2
Regular Interest LTAF5, REMIC 2 Regular Interest LTAF6, 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 LTM8, REMIC 2
Regular Interest LTM9, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular
Interest LTP, REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT2SUB
and REMIC 2 Regular Interest LTXX, a per annum rate (but not less
than zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
Interest I and REMIC 1 Regular Interest II, the REMIC 1 Remittance Rate for
each
such REMIC 1 Regular Interest for each such Distribution Date, (x) with respect
to each REMIC 1 Regular Interest ending with the designation “B”, the weighted
average of the REMIC 1 Remittance Rates for such REMIC 1 Regular Interests,
weighted on the basis of the Uncertificated Balances of such REMIC 1 Regular
Interests for each such Distribution Date and (y) 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
Balances of each such REMIC 1 Regular Interest for each such Distribution
Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-35-A
|
REMIC
1 Remittance Rate
|
|
2
|
II-1-A
through II-35-A
|
REMIC
1 Remittance Rate
|
|
3
|
I-2-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-2-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate REMIC 1 Remittance
Rate
|
|
|
I-1-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
|
REMIC
1 Remittance Rate
|
|
|
4
|
I-3-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-3-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
and I-2-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
and II-2-A
|
REMIC
1 Remittance Rate
|
|
|
5
|
I-4-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-4-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-3-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-3-A
|
REMIC
1 Remittance Rate
|
|
|
6
|
I-5-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-5-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-4-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-4-A
|
REMIC
1 Remittance Rate
|
|
|
7
|
I-6-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-6-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-5-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-5-A
|
REMIC
1 Remittance Rate
|
|
|
8
|
I-7-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-7-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-6-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-6-A
|
REMIC
1 Remittance Rate
|
|
|
9
|
I-8-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-8-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-7-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-7-A
|
REMIC
1 Remittance Rate
|
|
|
10
|
I-9-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-9-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-8-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-8-A
|
REMIC
1 Remittance Rate
|
|
|
11
|
I-10-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-10-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-9-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-9-A
|
REMIC
1 Remittance Rate
|
|
|
12
|
I-11-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-11-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-10-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-10-A
|
REMIC
1 Remittance Rate
|
|
|
13
|
I-12-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-12-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-11-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-11-A
|
REMIC
1 Remittance Rate
|
|
|
14
|
I-13-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-13-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-12-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-12-A
|
REMIC
1 Remittance Rate
|
|
|
15
|
I-14-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-14-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-13-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-13-A
|
REMIC
1 Remittance Rate
|
|
|
16
|
I-15-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-15-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-14-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-14-A
|
REMIC
1 Remittance Rate
|
|
|
17
|
I-16-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-16-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-15-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-15-A
|
REMIC
1 Remittance Rate
|
|
|
18
|
I-17-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-17-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-16-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-16-A
|
REMIC
1 Remittance Rate
|
|
|
19
|
I-18-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-18-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-17-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-17-A
|
REMIC
1 Remittance Rate
|
|
|
20
|
I-19-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-19-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-18-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-18-A
|
REMIC
1 Remittance Rate
|
|
|
21
|
I-20-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-20-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-19-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-19-A
|
REMIC
1 Remittance Rate
|
|
|
22
|
I-21-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-21-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-20-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-20-A
|
REMIC
1 Remittance Rate
|
|
|
23
|
I-22-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-22-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-21-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-21-A
|
REMIC
1 Remittance Rate
|
|
|
24
|
I-23-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-23-A
through II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-22-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-22-A
|
REMIC
1 Remittance Rate
|
|
|
25
|
I-24-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-24-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-23-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-23-A
|
REMIC
1 Remittance Rate
|
|
|
26
|
I-25-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-25-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-24-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-24-A
|
REMIC
1 Remittance Rate
|
|
|
27
|
I-26-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-26-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-25-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-25-A
|
REMIC
1 Remittance Rate
|
|
|
28
|
I-27-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-27-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-26-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-26-A
|
REMIC
1 Remittance Rate
|
|
|
29
|
I-28-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-28-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-27-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-27-A
|
REMIC
1 Remittance Rate
|
|
|
30
|
I-29-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-29-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-28-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-28-A
|
REMIC
1 Remittance Rate
|
|
|
31
|
I-30-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-30-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-29-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-29-A
|
REMIC
1 Remittance Rate
|
|
|
32
|
I-31-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-31-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-30-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-30-A
|
REMIC
1 Remittance Rate
|
|
|
33
|
I-32-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-32-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-31-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-31-A
|
REMIC
1 Remittance Rate
|
|
|
34
|
I-33-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-33-A
through II-25-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-32-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-32-A
|
REMIC
1 Remittance Rate
|
|
|
35
|
I-34-A
and I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-34-A
and II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-33-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-33-A
|
REMIC
1 Remittance Rate
|
|
|
36
|
I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
II-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
|
I-1-A
through I-34-A
|
REMIC
1 Remittance Rate
|
|
|
II-1-A
through II-34-A
|
REMIC
1 Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-35-A
|
REMIC
1 Remittance Rate
|
|
II-1-A
through II-35-A
|
REMIC
1 Remittance Rate
|
With
respect to REMIC 2 Regular Interest LT1GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
Interest I, the REMIC 1 Remittance Rate for such REMIC 1 Regular Interest for
each such Distribution Date, (x) with respect to REMIC 1 Group I Regular
Interests ending with the designation “B”, the weighted average of the REMIC 1
Remittance Rates for such REMIC 1 Regular Interests, weighted on the basis
of
the Uncertificated Balances of each such REMIC 1 Regular Interest for each
such
Distribution Date and (y) with respect to REMIC 1 Group I Regular Interests
ending with the designation “A”, for each Distribution Date listed below, the
weighted average of the rates listed below for such REMIC 1 Regular Interests
listed below, weighted on the basis of the Uncertificated Balances of each
such
REMIC 1 Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
2
|
I-1-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
3
|
I-2-A
through I-35-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
|
|
|
4
|
I-3-A
through I-35-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
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
5
|
I-4-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
6
|
I-5-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
7
|
I-6-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
8
|
I-7-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
9
|
I-8-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
10
|
I-9-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
11
|
I-10-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
12
|
I-11-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
13
|
I-12-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
14
|
I-13-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
15
|
I-14-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
16
|
I-15-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
17
|
I-16-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
18
|
I-17-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
19
|
I-18-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
20
|
I-19-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
21
|
I-20-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
22
|
I-21-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
23
|
I-22-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
24
|
I-23-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
25
|
I-24-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
26
|
I-25-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
27
|
I-26-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
28
|
I-27-A
through I-35-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-26-A
|