STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and LASALLE BANK NATIONAL ASSOCIATION, as Trustee TRUST AGREEMENT Dated as of June 1, 2007 LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES...
EXECUTION
STRUCTURED
ASSET SECURITIES CORPORATION,
as
Depositor,
AURORA
LOAN SERVICES LLC,
as
Master
Servicer,
and
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
___________________________
Dated
as
of June 1, 2007
___________________________
XXXXXX
XS
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2007-10H
TABLE
OF
CONTENTS
Page
|
||
ARTICLE
I DEFINITIONS
|
26
|
|
Section
1.01.
|
Definitions.
|
26
|
Section
1.02.
|
Calculations
Respecting Mortgage Loans.
|
83
|
Section
1.03.
|
Calculations
Respecting Accrued Interest.
|
83
|
ARTICLE
II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
|
83
|
|
Section
2.01.
|
Creation
and Declaration of Trust Fund; Conveyance of Mortgage
Loans.
|
83
|
Section
2.02.
|
Acceptance
of Trust Fund by Trustee: Review of Documentation for Trust
Fund.
|
88
|
Section
2.03.
|
Representations
and Warranties of the Depositor.
|
90
|
Section
2.04.
|
Discovery
of Breach.
|
92
|
Section
2.05.
|
Repurchase,
Purchase or Substitution of Mortgage Loans.
|
93
|
Section
2.06.
|
Grant
Clause.
|
94
|
ARTICLE
III THE CERTIFICATES
|
95
|
|
Section
3.01.
|
The
Certificates.
|
95
|
Section
3.02.
|
Registration.
|
96
|
Section
3.03.
|
Transfer
and Exchange of Certificates.
|
97
|
Section
3.04.
|
Cancellation
of Certificates.
|
101
|
Section
3.05.
|
Replacement
of Certificates.
|
101
|
Section
3.06.
|
Persons
Deemed Owners.
|
101
|
Section
3.07.
|
Temporary
Certificates.
|
101
|
Section
3.08.
|
Appointment
of Paying Agent.
|
102
|
Section
3.09.
|
Book-Entry
Certificates.
|
103
|
ARTICLE
IV ADMINISTRATION OF THE TRUST FUND
|
104
|
|
Section
4.01.
|
Collection
Account.
|
104
|
Section
4.02.
|
Application
of Funds in the Collection Account.
|
106
|
Section
4.03.
|
Reports
to Certificateholders.
|
109
|
Section
4.04.
|
Certificate
Account.
|
114
|
ARTICLE
V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
|
115
|
|
Section
5.01.
|
Distributions
Generally.
|
115
|
Section
5.02.
|
Distributions
from the Certificate Account.
|
116
|
Section
5.03.
|
Allocation
of Losses.
|
134
|
Section
5.04.
|
Advances
by Master Servicer, Servicers and Trustee.
|
135
|
Section
5.05.
|
Compensating
Interest Payments.
|
136
|
Section
5.06.
|
Basis
Risk Reserve Funds.
|
136
|
Section
5.07.
|
Supplemental
Interest Trust.
|
138
|
Section
5.08.
|
Rights
of Group 1 Swap Counterparty.
|
142
|
i
Section
5.09.
|
Termination
Receipts.
|
142
|
Section
5.10.
|
The
Certificate Insurance Policy.
|
146
|
ARTICLE
VI CONCERNING THE TRUSTEE EVENTS OF DEFAULT
|
148
|
|
Section
6.01.
|
Duties
of Trustee and the Paying Agent.
|
148
|
Section
6.02.
|
Certain
Matters Affecting the Trustee.
|
153
|
Section
6.03.
|
Trustee
Not Liable for Certificates.
|
154
|
Section
6.04.
|
Trustee
May Own Certificates.
|
154
|
Section
6.05.
|
Eligibility
Requirements for Trustee.
|
155
|
Section
6.06.
|
Resignation
and Removal of Trustee.
|
155
|
Section
6.07.
|
Successor
Trustee.
|
156
|
Section
6.08.
|
Merger
or Consolidation of Trustee.
|
157
|
Section
6.09.
|
Appointment
of Co-Trustee, Separate Trustee or Custodian.
|
157
|
Section
6.10.
|
Authenticating
Agents.
|
159
|
Section
6.11.
|
Indemnification
of Trustee.
|
160
|
Section
6.12.
|
Fees
and Expenses of Trustee and Custodians.
|
161
|
Section
6.13.
|
Collection
of Monies.
|
162
|
Section
6.14.
|
Events
of Default; Trustee To Act; Appointment of Successor.
|
162
|
Section
6.15.
|
Additional
Remedies of Trustee Upon Event of Default.
|
166
|
Section
6.16.
|
Waiver
of Defaults.
|
167
|
Section
6.17.
|
Notification
to Holders.
|
167
|
Section
6.18.
|
Directions
by Certificateholders and Duties of Trustee During Event of
Default.
|
167
|
Section
6.19.
|
Action
Upon Certain Failures of the Master Servicer and Upon Event of
Default.
|
168
|
Section
6.20.
|
Preparation
of Tax Returns and Other Reports.
|
168
|
Section
6.21.
|
Compliance
with Regulation AB.
|
177
|
Section
6.22.
|
No
Merger.
|
177
|
Section
6.23.
|
Reporting
Requirements of the Commission.
|
178
|
ARTICLE
VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND
|
178
|
|
Section
7.01.
|
Purchase
of Mortgage Loans; Termination of a Mortgage Pool or the Trust Fund
Upon
Purchase or Liquidation of Mortgage Loans; Purchase of the Pooling
REMIC I
Regular Interests or the Pooling REMIC II Regular
Interests.
|
178
|
Section
7.02.
|
Procedure
Upon Termination of Trust Fund or Purchase of Pooling REMIC I Regular
Interests or Pooling REMIC II Regular Interests.
|
182
|
Section
7.03.
|
Additional
Requirements for any Trust Fund Termination Event or Purchase of
either
the Pooling REMIC I Regular Interests or the Pooling REMIC II Regular
Interests.
|
183
|
Section
7.04.
|
Optional
Purchase Right of NIMS Insurer.
|
184
|
ARTICLE
VIII RIGHTS OF CERTIFICATEHOLDERS
|
185
|
|
Section
8.01.
|
Limitation
on Rights of Holders.
|
185
|
Section
8.02.
|
Access
to List of Holders.
|
186
|
ii
Section
8.03.
|
Acts
of Holders of Certificates.
|
186
|
ARTICLE
IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY
THE MASTER SERVICER
|
187
|
|
Section
9.01.
|
Duties
of the Master Servicer.
|
187
|
Section
9.02.
|
Master
Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
Policy.
|
188
|
Section
9.03.
|
Master
Servicer’s Financial Statements and Related Information.
|
188
|
Section
9.04.
|
Power
to Act; Procedures.
|
189
|
Section
9.05.
|
Enforcement
of Servicer’s and Master Servicer’s Obligations.
|
191
|
Section
9.06.
|
Collection
of Taxes, Assessments and Similar Items.
|
192
|
Section
9.07.
|
Termination
of Servicing Agreements; Successor Servicers.
|
192
|
Section
9.08.
|
Master
Servicer Liable for Enforcement.
|
193
|
Section
9.09.
|
No
Contractual Relationship Between Any Servicer and Trustee or
Depositor.
|
194
|
Section
9.10.
|
Assumption
of Servicing Agreement by Trustee.
|
194
|
Section
9.11.
|
Due-on-Sale
Clauses; Assumption Agreements; Easements.
|
195
|
Section
9.12.
|
Release
of Mortgage Files.
|
195
|
Section
9.13.
|
Documents,
Records and Funds in Possession of Master Servicer To Be Held for
Trustee.
|
196
|
Section
9.14.
|
Representations
and Warranties of the Master Servicer.
|
197
|
Section
9.15.
|
Opinion.
|
200
|
Section
9.16.
|
Standard
Hazard and Flood Insurance Policies.
|
200
|
Section
9.17.
|
Presentment
of Claims and Collection of Proceeds.
|
200
|
Section
9.18.
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
201
|
Section
9.19.
|
Trustee
To Retain Possession of Certain Insurance Policies and
Documents.
|
201
|
Section
9.20.
|
Realization
Upon Defaulted Mortgage Loans.
|
202
|
Section
9.21.
|
Compensation
to the Master Servicer.
|
202
|
Section
9.22.
|
REO
Property.
|
203
|
Section
9.23.
|
Notice
to the Sponsor, the Depositor and the Trustee.
|
203
|
Section
9.24.
|
Reports
to the Trustee.
|
204
|
Section
9.25.
|
Assessment
of Compliance and Attestation Reports.
|
205
|
Section
9.26.
|
Annual
Statement of Compliance with Applicable Servicing
Criteria.
|
206
|
Section
9.27.
|
Merger
or Consolidation.
|
207
|
Section
9.28.
|
Resignation
of Master Servicer.
|
207
|
Section
9.29.
|
Assignment
or Delegation of Duties by the Master Servicer.
|
207
|
Section
9.30.
|
Limitation
on Liability of the Master Servicer and Others.
|
208
|
Section
9.31.
|
Indemnification;
Third-Party Claims.
|
209
|
ARTICLE
X REMIC ADMINISTRATION
|
210
|
|
Section
10.01.
|
REMIC
Administration.
|
210
|
Section
10.02.
|
Prohibited
Transactions and Activities.
|
213
|
Section
10.03.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
214
|
Section
10.04.
|
REO
Property.
|
214
|
iii
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
215
|
|
Section
11.01.
|
Binding
Nature of Agreement; Assignment.
|
215
|
Section
11.02.
|
Entire
Agreement.
|
215
|
Section
11.03.
|
Amendment.
|
215
|
Section
11.04.
|
Voting
Rights.
|
218
|
Section
11.05.
|
Provision
of Information.
|
218
|
Section
11.06.
|
Governing
Law.
|
218
|
Section
11.07.
|
Notices.
|
219
|
Section
11.08.
|
Severability
of Provisions.
|
219
|
Section
11.09.
|
Indulgences;
No Waivers.
|
219
|
Section
11.10.
|
Headings
Not To Affect Interpretation.
|
219
|
Section
11.11.
|
Benefits
of Agreement.
|
220
|
Section
11.12.
|
Special
Notices to the Rating Agencies, the Certificate Insurer, the Group
1 Swap
Counterparty and any NIMS Insurer.
|
220
|
Section
11.13.
|
Conflicts.
|
221
|
Section
11.14.
|
Counterparts.
|
221
|
Section
11.15.
|
Transfer
of Servicing.
|
221
|
Section
11.16.
|
Matters
Relating to the Certificate Insurance Policy.
|
223
|
iv
ATTACHMENTS
Exhibit
A
|
Forms
of Certificates
|
Exhibit
B-1
|
Form
of Initial Certification
|
Exhibit
B-2
|
Form
of Interim Certification
|
Exhibit
B-3
|
Form
of Final Certification
|
Exhibit
B-4
|
Form
of Endorsement
|
Exhibit
C
|
Request
for Release of Documents and
Receipt
|
Exhibit
D-l
|
Form
of Residual Certificate Transfer Affidavit
(Transferee)
|
Exhibit
D-2
|
Form
of Residual Certificate Transfer Affidavit
(Transferor)
|
Exhibit
E
|
List
of Servicing Agreements
|
Exhibit
F
|
Form
of Rule 144A Transfer Certificate
|
Exhibit
G
|
Form
of Purchaser’s Letter for Institutional Accredited
Investors
|
Exhibit
H
|
Form
of ERISA Transfer Affidavit
|
Exhibit
I
|
[Reserved]
|
Exhibit
J
|
[Reserved]
|
Exhibit
K
|
List
of Custodial Agreements
|
Exhibit
L
|
Form
of Ambac Certificate Insurance
Policy
|
Exhibit
M
|
Form
of Back-up Certification to be Provided by the Trustee to the Depositor
|
Exhibit
N-1
|
Group
1 Swap Agreement
|
Exhibit
N-2
|
Group
1 Cap Agreement
|
Exhibit
N-3
|
Balance
Guaranteed Cap Agreement
|
Exhibit
N-4
|
Group
2 Cap Agreement
|
Exhibit
O
|
Servicing
Criteria to be Addressed in Report on Assessment of
Compliance
|
Exhibit
P
|
Transaction
Parties
|
Exhibit
Q
|
Additional
Form 10-D Disclosure
|
Exhibit
R
|
Additional
Form 10-K Disclosure
|
Exhibit
S
|
Additional
Form 8-K Disclosure
|
Schedule
A
|
Mortgage
Loan Schedule (by Mortgage Pool)
|
Schedule
B
|
Schedule
of First Payment Default Mortgage
Loans
|
v
This
TRUST AGREEMENT (“Trust Agreement”), dated as of June 1, 2007 (the “Agreement”),
is by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation,
as depositor (the “Depositor”), AURORA LOAN SERVICES LLC, as master servicer
(the “Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor has acquired the Mortgage Loans from the Seller, and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by
it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing
Date, the Depositor will acquire the Certificates from the Trust Fund as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the
other property constituting the Trust Fund. The Depositor has duly authorized
the execution and delivery of this Agreement to provide for the conveyance
to
the Trustee of the Mortgage Loans and the other property constituting the Trust
Fund. All covenants and agreements made by the Seller in the Mortgage Loan
Sale
Agreement and by the Depositor, the Master Servicer and the Trustee herein
with
respect to the Mortgage Loans and the other property constituting the Trust
Fund
are for the benefit of the Holders from time to time of the Certificates, and
to
the extent provided herein, the Certificate Insurer, any NIMS Insurer and the
Group 1 Swap Counterparty. The Depositor, the Trustee and the Master Servicer
are entering into this Agreement, and the Trustee is accepting the Trust Fund
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.
As
provided herein, the Trustee shall elect that the Trust Fund (exclusive of
(i)
the Pool 1 Basis Risk Reserve Fund, (ii) the Pool 2 Basis Risk Reserve Fund,
(iii) the Group 1 Swap Agreement, (iv) the Group 1 Swap Account, (v) the
Supplemental Interest Trust, (vi) the Group 1 Cap Agreement, (vii) the Group
1
Cap Account, (viii) the Balance Guaranteed Cap Agreement, (ix) the Group 2
Cap
Agreement, (x) the obligation to pay Class I Shortfalls, (xi) the rights to
receive (and the obligation to pay) Basis Risk Shortfalls and Unpaid Basis
Risk
Shortfalls, (xii) the right to receive FPD Premiums and (xiii) the Collateral
Accounts (collectively, the “Excluded Trust Assets”)) be treated for federal
income tax purposes as comprising nine real estate mortgage investment conduits
(each, a “REMIC”) in two tiered structures. Specifically, Pooling REMIC I,
Lower-Tier REMIC I, Middle-Tier REMIC IA, Middle-Tier REMIC IB, and Upper-Tier
REMIC I shall relate to Pool 1 and Pooling REMIC II, Lower-Tier REMIC II,
Middle-Tier REMIC II, and Upper-Tier REMIC II shall relate to Pool
2.
Pooling
REMIC I shall hold the assets of the Trust Fund related to Pool 1, other than
any Excluded Trust Assets, and shall issue several uncertificated interests
and
shall also issue the Class I-LT-R Certificate, which is hereby designated as
the
sole residual interest in Pooling REMIC I. Each uncertificated interest in
Pooling REMIC I is hereby designated as a REMIC regular interest.
Lower-Tier
REMIC I shall hold the uncertificated interests issued by Pooling REMIC I and
shall issue several uncertificated interests. Each such interest, other than
the
LT1-R Interest, is hereby designated as a REMIC regular interest. The LT1-R
Interest is hereby designated as the sole residual interest in Lower-Tier REMIC
I.
Middle-Tier
REMIC IA shall hold the uncertificated interests issued by Lower-Tier REMIC
I,
other than the LT1-R Interest, and shall issue several uncertificated interests.
Each such interest, other than the Class MTIA-R Interest, is hereby designated
as a REMIC regular interest. The Class MTIA-R Interest is hereby designated
as
the sole residual interest in Middle-Tier REMIC IA.
Middle-Tier
REMIC IB shall hold the uncertificated interests issued by Middle-Tier REMIC
IA,
other than the MTIA-R Interest, and shall issue several uncertificated
interests. Each such interest, other than the Class MTIB-R Interest, is hereby
designated as a REMIC regular interest. The Class MTIB-R Interest is hereby
designated as the sole residual interest in Middle-Tier REMIC IB.
Upper-Tier
REMIC I shall hold the uncertificated interests issued by Middle-Tier REMIC
IB,
other than the Class MTIB-R Interest. Each of the Offered Certificates related
to Pool 1 represent ownership of regular interests in Upper-Tier REMIC I. Each
of the Offered Certificates related to Pool 1 also represents (i) the right
to
receive Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls and (ii) the
obligation to pay Class I Shortfalls. For federal income tax purposes, the
Class
I-XS Component of the Class I-X Certificates represents ownership of regular
interests in Upper-Tier REMIC I and also represent the obligation to make
payments in respect of Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls
to
the Offered Certificates related to Pool 1 to the extent payable from Pool
1
Monthly Excess Cashflow. The Class I-CX and Class I-SX Components of the Class
I-X Certificates shall not represent an interest in any REMIC formed hereby.
The
Class I-P Certificates represent ownership of regular interests in Upper-Tier
REMIC I. The Class I-R Certificate represents ownership of the sole class of
residual interest in Upper-Tier REMIC I as well as ownership of the LT1-R,
Class
MTIA-R, and Class MTIB-R Interests.
Pooling
REMIC II shall hold the assets of the Trust Fund related to Pool 2, other than
any Excluded Trust Assets, and shall issue several uncertificated interests
and
shall also issue the Class II-LT-R Certificate, which is hereby designated
as
the sole residual interest in Pooling REMIC II. Each uncertificated interest
in
Pooling REMIC II is hereby designated as a REMIC regular interest.
Lower-Tier
REMIC II shall hold the uncertificated interests issued by Pooling REMIC II
and
shall issue several uncertificated interests. Each such interest, other than
the
LT2-R Interest, is hereby designated as a REMIC regular interest. The LT2-R
Interest is hereby designated as the sole residual interest in Lower-Tier REMIC
II.
Middle-Tier
REMIC II shall hold the uncertificated interests issued by Lower-Tier REMIC
II,
other than the LT2-R Interest, and shall issue several uncertificated interests.
Each such interest, other than the Class MT2-R Interest, is hereby designated
as
a REMIC regular interest. The Class MT2-R Interest is hereby designated as
the
sole residual interest in Middle-Tier REMIC II.
Upper-Tier
REMIC II shall hold the uncertificated interests issued by Middle-Tier REMIC
II,
other than the Class MT2-R Interest. Each of the Offered Certificates related
to
Pool 2 represents ownership of regular interests in Upper-Tier REMIC II. Each
of
the Offered Certificates related to Pool 2 also represents the right to receive
Basis Risk Shortfalls or Unpaid Basis Risk Shortfalls. For federal income tax
purposes, the Class II-XS Component of the Class II-X Certificates represents
ownership of regular interests in Upper-Tier REMIC II and also represent the
obligation to make payments in respect of Basis Risk Shortfalls or Unpaid Basis
Risk Shortfalls to the Offered Certificates related to Pool 2 to the extent
payable from Pool 2 Monthly Excess Cashflow. The Class II-CX Component of the
Class II-X Certificates shall not represent an interest in any REMIC formed
hereby. The Class II-P Certificates represent ownership of regular interests
in
Upper-Tier REMIC II. The Class II-R Certificate represents ownership of the
sole
class of residual interest in Upper-Tier REMIC II as well as ownership of the
LT2-R and Class MT2-R Interests.
2
Pooling
REMIC I
Pooling
REMIC I shall issue one uncertificated interest in respect of each Pool 1
Mortgage Loan held by the Trust on the Closing Date, each of which is hereby
designated as a regular interest in Pooling REMIC I (the “Pooling REMIC I
Regular Interests”). Pooling REMIC I shall also issue the Class I-LT-R
Certificate, which shall represent the sole class of residual interest in
Pooling REMIC I. Each Pooling REMIC I Regular Interest shall have an initial
principal balance equal to the Scheduled Principal Balance of the Mortgage
Loan
to which it relates and shall bear interest at a per annum rate equal to the
Net
Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute
Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage
Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be
distributed on such Pooling REMIC I Regular Interest at a rate in excess of
the
Net Mortgage Rate of the Original Mortgage Loan.
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
Pooling REMIC I all expenses of the Trust Fund related to Pool 1 (other than
any
expenses with respect to the Group 1 Swap Agreement) that are deducted in
computing the Interest Remittance Amount for such Distribution
Date.
On
each
Distribution Date the Trustee shall distribute the aggregate Interest Remittance
Amount (net of expenses described in the preceding paragraph) with respect
to
each of the Lower-Tier Interests in Pooling REMIC I based on the above-described
interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount among the Pooling REMIC I Regular Interests in accordance
with
the amount of the Principal Remittance Amount attributable to the Mortgage
Loan
corresponding to each such Pooling REMIC I Regular Interest. All losses on
the
Mortgage Loans shall be allocated among the Pooling REMIC I Regular Interest
in
the same manner that principal distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums related
to Pool 1 collected during the preceding Prepayment Period and payable to the
Class I-P Certificates, in the case of Principal Prepayments in full, or during
the related Collection Period, in the case of Principal Prepayments in part,
to
the Pooling REMIC I Regular Interest corresponding to the Mortgage Loan with
respect to which such amounts were received.
3
Lower-Tier
REMIC I
The
following table sets forth (or describes) the designation, interest rate, and
initial principal balance for each interest in Lower-Tier REMIC I, each of
which, other than the LT1-R Lower-Tier Interest) is hereby designated as a
regular interest in Lower-Tier REMIC I (the “Lower-Tier REMIC I Regular
Interests”):
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT1-A
|
(5)
|
(1)
|
||
LT1-F1
|
$ 11,218,176.50
|
(2)
|
||
LT1-V1
|
$ 11,218,176.50
|
(3)
|
||
LT1-F2
|
$ 10,821,520.50
|
(2)
|
||
LT1-V2
|
$ 10,821,520.50
|
(3)
|
||
LT1-F3
|
$ 10,438,881.50
|
(2)
|
||
LT1-V3
|
$ 10,438,881.50
|
(3)
|
||
LT1-F4
|
$ 10,069,764.50
|
(2)
|
||
LT1-V4
|
$ 10,069,764.50
|
(3)
|
||
LT1-F5
|
$ 9,713,691.50
|
(2)
|
||
LT1-V5
|
$ 9,713,691.50
|
(3)
|
||
LT1-F6
|
$ 9,370,203.00
|
(2)
|
||
LT1-V6
|
$ 9,370,203.00
|
(3)
|
||
LT1-F7
|
$ 9,038,852.50
|
(2)
|
||
LT1-V7
|
$ 9,038,852.50
|
(3)
|
||
LT1-F8
|
$ 8,719,212.50
|
(2)
|
||
LT1-V8
|
$ 8,719,212.50
|
(3)
|
||
LT1-F9
|
$ 8,410,869.50
|
(2)
|
||
LT1-V9
|
$ 8,410,869.50
|
(3)
|
||
LT1-F10
|
$ 8,113,424.00
|
(2)
|
||
LT1-V10
|
$ 8,113,424.00
|
(3)
|
||
LT1-F11
|
$ 24,234,110.00
|
(2)
|
||
LT1-V11
|
$ 24,234,110.00
|
(3)
|
||
LT1-F12
|
$ 8,338,100.00
|
(2)
|
||
LT1-V12
|
$ 8,338,100.00
|
(3)
|
||
LT1-F13
|
$ 7,883,173.50
|
(2)
|
||
LT1-V13
|
$ 7,883,173.50
|
(3)
|
||
LT1-F14
|
$ 7,553,775.00
|
(2)
|
||
LT1-V14
|
$ 7,553,775.00
|
(3)
|
||
LT1-F15
|
$ 7,238,134.00
|
(2)
|
||
LT1-V15
|
$ 7,238,134.00
|
(3)
|
||
LT1-F16
|
$ 6,935,675.00
|
(2)
|
||
LT1-V16
|
$ 6,935,675.00
|
(3)
|
||
LT1-F17
|
$ 6,645,850.00
|
(2)
|
||
LT1-V17
|
$ 6,645,850.00
|
(3)
|
||
LT1-F18
|
$ 6,368,130.00
|
(2)
|
||
LT1-V18
|
$ 6,368,130.00
|
(3)
|
||
LT1-F19
|
$ 6,125,219.50
|
(2)
|
4
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT1-V19
|
$ 6,125,219.50
|
(3)
|
||
LT1-F20
|
$ 5,846,025.00
|
(2)
|
||
LT1-V20
|
$ 5,846,025.00
|
(3)
|
||
LT1-F21
|
$ 5,601,713.50
|
(2)
|
||
LT1-V21
|
$ 5,601,713.50
|
(3)
|
||
LT1-F22
|
$ 5,456,308.50
|
(2)
|
||
LT1-V22
|
$ 5,456,308.50
|
(3)
|
||
LT1-F23
|
$ 23,988,667.50
|
(2)
|
||
LT1-V23
|
$ 23,988,667.50
|
(3)
|
||
LT1-F24
|
$ 4,821,201.50
|
(2)
|
||
LT1-V24
|
$ 4,821,201.50
|
(3)
|
||
LT1-F25
|
$ 4,586,307.00
|
(2)
|
||
LT1-V25
|
$ 4,586,307.00
|
(3)
|
||
LT1-F26
|
$ 4,362,852.00
|
(2)
|
||
LT1-V26
|
$ 4,362,852.00
|
(3)
|
||
LT1-F27
|
$ 4,150,280.50
|
(2)
|
||
LT1-V27
|
$ 4,150,280.50
|
(3)
|
||
LT1-F28
|
$ 3,948,062.00
|
(2)
|
||
LT1-V28
|
$ 3,948,062.00
|
(3)
|
||
LT1-F29
|
$ 3,755,692.00
|
(2)
|
||
LT1-V29
|
$ 3,755,692.00
|
(3)
|
||
LT1-F30
|
$ 3,572,693.00
|
(2)
|
||
LT1-V30
|
$ 3,572,693.00
|
(3)
|
||
LT1-F31
|
$ 3,398,606.00
|
(2)
|
||
LT1-V31
|
$ 3,398,606.00
|
(3)
|
||
LT1-F32
|
$ 3,232,998.50
|
(2)
|
||
LT1-V32
|
$ 3,232,998.50
|
(3)
|
||
LT1-F33
|
$ 3,083,824.50
|
(2)
|
||
LT1-V33
|
$ 3,083,824.50
|
(3)
|
||
LT1-F34
|
$ 3,026,394.00
|
(2)
|
||
LT1-V34
|
$ 3,026,394.00
|
(3)
|
||
LT1-F35
|
$ 2,898,814.00
|
(2)
|
||
LT1-V35
|
$ 2,898,814.00
|
(3)
|
||
LT1-F36
|
$ 2,636,412.50
|
(2)
|
||
LT1-V36
|
$ 2,636,412.50
|
(3)
|
||
LT1-F37
|
$ 2,507,933.00
|
(2)
|
||
LT1-V37
|
$ 2,507,933.00
|
(3)
|
||
LT1-F38
|
$ 2,385,711.50
|
(2)
|
||
LT1-V38
|
$ 2,385,711.50
|
(3)
|
||
LT1-F39
|
$ 2,269,445.00
|
(2)
|
||
LT1-V39
|
$ 2,269,445.00
|
(3)
|
||
LT1-F40
|
$ 2,158,841.50
|
(2)
|
||
LT1-V40
|
$ 2,158,841.50
|
(3)
|
||
LT1-F41
|
$ 2,053,626.00
|
(2)
|
5
Designation
|
Initial
Principal
Balance
|
Interest
Rate
|
||
LT1-V41
|
$ 2,053,626.00
|
(3)
|
||
LT1-F42
|
$ 1,953,536.50
|
(2)
|
||
LT1-V42
|
$ 1,953,536.50
|
(3)
|
||
LT1-F43
|
$ 1,858,323.00
|
(2)
|
||
LT1-V43
|
$ 1,858,323.00
|
(3)
|
||
LT1-F44
|
$ 1,767,748.00
|
(2)
|
||
LT1-V44
|
$ 1,767,748.00
|
(3)
|
||
LT1-F45
|
$ 1,681,586.00
|
(2)
|
||
LT1-V45
|
$ 1,681,586.00
|
(3)
|
||
LT1-F46
|
$ 1,599,621.50
|
(2)
|
||
LT1-V46
|
$ 1,599,621.50
|
(3)
|
||
LT1-F47
|
$ 1,521,650.50
|
(2)
|
||
LT1-V47
|
$ 1,521,650.50
|
(3)
|
||
LT1-F48
|
$ 1,447,478.50
|
(2)
|
||
LT1-V48
|
$ 1,447,478.50
|
(3)
|
||
LT1-F49
|
$ 1,376,919.50
|
(2)
|
||
LT1-V49
|
$ 1,376,919.50
|
(3)
|
||
LT1-F50
|
$ 1,309,799.50
|
(2)
|
||
LT1-V50
|
$ 1,309,799.50
|
(3)
|
||
LT1-F51
|
$ 1,245,949.50
|
(2)
|
||
LT1-V51
|
$ 1,245,949.50
|
(3)
|
||
LT1-F52
|
$ 1,256,661.50
|
(2)
|
||
LT1-V52
|
$ 1,256,661.50
|
(3)
|
||
LT1-F53
|
$ 1,159,991.00
|
(2)
|
||
LT1-V53
|
$ 1,159,991.00
|
(3)
|
||
LT1-F54
|
$ 1,085,272.50
|
(2)
|
||
LT1-V54
|
$ 1,085,272.50
|
(3)
|
||
LT1-F55
|
$ 1,060,589.50
|
(2)
|
||
LT1-V55
|
$ 1,060,589.50
|
(3)
|
||
LT1-F56
|
$ 968,990.50
|
(2)
|
||
LT1-V56
|
$ 968,990.50
|
(3)
|
||
LT1-F57
|
$ 5,338,109.50
|
(2)
|
||
LT1-V57
|
$ 5,338,109.50
|
(3)
|
||
LT1-F58
|
$ 6,301,978.50
|
(2)
|
||
LT1-V58
|
$ 6,301,978.50
|
(3)
|
||
LT1-F59
|
$ 7,126,759.50
|
(2)
|
||
LT1-V59
|
$ 7,126,759.50
|
(3)
|
||
LT1-R
|
(4)
|
(4)
|
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for the LT1-A Interest shall be a per annum rate equal to the weighted
average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as
of the
first day of the related Collection Period (not including for this
purpose
Mortgage Loans for which prepayments in full have been received and
distributed in the month prior to that Distribution Date (the “Pool 1
REMIC Net WAC Rate”).
|
6
(2)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower-Tier Interests shall be the lesser of (i)
the
REMIC Swap Rate for such Distribution Date, and (ii) the product
of (a)
the Pool 1 REMIC Net WAC Rate and (b)
2.
|
(3)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Lower-Tier Interests shall be the excess, if any,
of (i)
the product of (a) the Pool 1 REMIC Net WAC Rate and (b) 2, over
(ii) the
REMIC Swap Rate for such Distribution
Date.
|
(4)
|
The
LT1-R interest shall not have a principal amount and shall not bear
interest. The LT1-R interest is hereby designated as the sole class
of
residual interest in Lower-Tier REMIC
I.
|
(5)
|
This
interest shall have an initial principal balance equal to the excess
of
the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date over the aggregate initial principal balance of the other regular
interests in Lower-Tier REMIC I.
|
On
each
Distribution Date, the Trustee shall distribute the aggregate Interest
Remittance Amount for Pool 1 (net of expenses described under Pooling REMIC
I)
with respect to each of the Lower-Tier Interests in Lower-Tier REMIC I based
on
the above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the aggregate Principal
Remittance Amount with respect to the Lower-Tier REMIC I Interests, first to
the
LT1-A Interest until its principal balance is reduced to zero, and then
sequentially, to the other Lower-Tier Interests in Lower-Tier REMIC I in
ascending order of their numerical designation, and, with respect to each pair
of Lower-Tier Interests having the same numerical designation, in equal amounts
to each such Lower-Tier Interest, until the principal balance of each is reduced
to zero. All losses on the Pool 1 Mortgage Loans shall be allocated among the
Lower-Tier Interests in Lower-Tier REMIC I in the same manner that principal
distributions are allocated.
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums related
to Pool 1 collected during the preceding Prepayment Period and payable to the
Class I-P Certificates, in the case of Principal Prepayments in full, or during
the related Collection Period, in the case of Principal Prepayments in part,
to
the LT1-F59 and LT1-V59 Lower-Tier Interests, respectively.
Middle-Tier
REMIC IA:
The
following table sets forth the designations, principal balances and interest
rates for each interest in Middle-Tier REMIC IA, each of which (other than
the
Class MTIA-R Interest) is hereby designated as a regular interest in Middle-Tier
REMIC IA (the “Middle-Tier REMIC IA Regular Interests”):
Middle-Tier
REMIC
IA
Designation
|
Middle-Tier
REMIC
IA
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
or
Components
|
|||
MTIA-A1-1
|
(1)
|
(3)
|
I-A1-1,
I-AIO
|
|||
MTIA-A1-2
|
(1)
|
(3)
|
I-A1-2,
I-AIO
|
|||
MTIA-A2
|
(1)
|
(3)
|
I-A2,
I-AIO
|
|||
MTIA-A3
|
(1)
|
(3)
|
I-A3,
I-AIO
|
|||
MTIA-A4-1
|
(1)
|
(3)
|
I-A4-1,
I-AIO
|
7
MTIA-A4-2
|
(1)
|
(3)
|
I-A4-2,
I-AIO
|
|||
MTIA-M1
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
X-X0
|
|||
XXXX-X0
|
(1)
|
(3)
|
I-M9
|
|||
MTIA-Q
|
(1)
|
(4)
|
N/A
|
|||
MTIA-IO
|
(2)
|
(2)
|
N/A
|
|||
MTIA-R
|
(5)
|
(5)
|
R
|
___________________________
(1)
|
For
any Distribution Date (and the related Accrual Period) the interest
rate
for each of these Interests in Middle-Tier REMIC IA is a per annum
rate
equal to the weighted average of the interest rates on the Lower-Tier
Interests in Lower-Tier REMIC I for such Distribution Date other
than any
interest-only Lower-Tier Interest, provided,
however, that
for any Distribution Date on which the Class MTIA-IO Interest is
entitled
to a portion of the interest accruals on a Lower-Tier Interest in
Lower-Tier REMIC I having an “F” in its class designation, as described in
footnote two below, such weighted average shall be computed by first
subjecting the rate on such Lower-Tier Interest in REMIC I to a cap
equal
to Swap LIBOR for such Distribution Date.
|
(2)
|
The
Class MTIA-IO is an interest only class that does not have a principal
balance. For only those Distribution Dates listed in the first column
in
the table below, the Class MTIA-IO shall be entitled to interest
accrued
on the Lower-Tier Interest in Lower-Tier REMIC I listed in second
column
in the table below at a per annum rate equal to the excess, if any,
of (i)
the interest rate for such Lower-Tier Interest in Lower-Tier REMIC
I for
such Distribution Date over (ii) Swap LIBOR for such Distribution
Date.
|
Distribution
Dates
|
Lower-Tier
REMIC 1
Designation
|
2
|
LT1-F1
|
2-3
|
LT1-F2
|
2-4
|
LT1-F3
|
2-5
|
LT1-F4
|
2-6
|
LT1-F5
|
2-7
|
LT1-F6
|
2-8
|
LT1-F7
|
2-9
|
LT1-F8
|
2-10
|
LT1-F9
|
2-11
|
LT1-F10
|
2-12
|
LT1-F11
|
2-13
|
LT1-F12
|
2-14
|
LT1-F13
|
2-15
|
LT1-F14
|
2-16
|
LT1-F15
|
2-17
|
LT1-F16
|
2-18
|
LT1-F17
|
2-19
|
LT1-F18
|
2-20
|
LT1-F19
|
2-21
|
LT1-F20
|
2-22
|
LT1-F21
|
2-23
|
LT1-F22
|
2-24
|
LT1-F23
|
8
2-25
|
LT1-F24
|
2-26
|
LT1-F25
|
2-27
|
LT1-F26
|
2-28
|
LT1-F27
|
2-29
|
LT1-F28
|
2-30
|
LT1-F29
|
2-31
|
LT1-F30
|
2-32
|
LT1-F31
|
2-33
|
LT1-F32
|
2-34
|
LT1-F33
|
2-35
|
LT1-F34
|
2-36
|
LT1-F35
|
2-37
|
LT1-F36
|
2-38
|
LT1-F37
|
2-39
|
LT1-F38
|
2-40
|
LT1-F39
|
2-41
|
LT1-F40
|
2-42
|
LT1-F41
|
2-43
|
LT1-F42
|
2-44
|
LT1-F43
|
2-45
|
LT1-F44
|
2-46
|
LT1-F45
|
2-47
|
LT1-F46
|
2-48
|
LT1-F47
|
2-49
|
LT1-F48
|
2-50
|
LT1-F49
|
2-51
|
LT1-F50
|
2-52
|
LT1-F51
|
2-53
|
LT1-F52
|
2-54
|
LT1-F53
|
2-55
|
LT1-F54
|
2-56
|
LT1-F55
|
2-57
|
LT1-F56
|
2-58
|
LT1-F57
|
2-59
|
LT1-F58
|
2-60
|
LT1-F59
|
(3)
|
This
interest shall have an initial principal balance equal to one-half
of the
initial Class Principal Amount of its Corresponding Class of Certificates
or Components (other than any Interest-Only
Certificates).
|
(4)
|
This
interest shall have an initial principal balance equal to the excess
of
(i) the aggregate Pool Balance for Pool 1 as of the Cut-off Date,
over
(ii) the aggregate initial class principal amount of each other regular
interest in Middle-Tier REMIC IA.
|
9
(5)
|
The
Class MT1-R interest is the sole class of residual interests in
Middle-Tier REMIC IA. It does not have an interest rate or a principal
balance.
|
On
each
Distribution Date, interest with respect to Pool 1 shall be distributed on
the
Lower-Tier Interests in Middle-Tier REMIC IA based on the above-described
interest rates, provided,
however,
that
interest that accrues on the Class MTIA-Q Interest shall be deferred in an
amount equal to one-half of the increase, if any, in the Overcollateralization
Amount for such Distribution Date. Any interest so deferred shall itself bear
interest at the interest rate for the Class MTIA-Q Interest. An amount equal
to
the interest so deferred shall be distributed as additional principal on the
other interests in Middle-Tier REMIC IA having a principal balance in the manner
described under priority (a) below.
On
each
Distribution Date principal with respect to Pool 1 shall be distributed, and
Realized Losses with respect to Pool 1 shall be allocated, among the interests
in Middle-Tier REMIC IA in the following order of priority:
(a)
First,
to
the Class MTIA-A1-1, MTIA-A1-2, Class MTIA-A2, Class MTIA-A3, Class MTIA-A4-1,
MTIA-A4-2, Class MTIA-M1, Class MTIA-M2, Class MTIA-M3, Class MTIA-M4, Class
MTIA-M5, Class MTIA-M6, Class MTIA-M7, Class MTIA-M8, and Class MTIA-M9
Interests until the principal balance of each such interest equals one-half
of
the Class Principal Amount of the Corresponding Class of Certificates or
Components (other than any Interest-Only Certificates) immediately after such
Distribution Date; and
(b)
Second,
to the Class MTIA-Q Interests, any remaining amounts.
On
each
Distribution Date, the Trustee shall be deemed to have distributed the
Prepayment Premiums passed through with respect to the LT1-F59 and LT1-V59
Lower-Tier Interests in Lower-Tier REMIC I on such Distribution Date to the
Class MTIA-Q Interest.
Middle-Tier
REMIC IB:
The
following table sets forth the designations, principal balances and interest
rates for each interest in Middle-Tier REMIC IB, each of which (other than
the
Class MTIB-R Interest) is hereby designated as a regular interest in Middle-Tier
REMIC IB (the “Middle-Tier REMIC IB Regular Interests”):
Middle-Tier
REMIC
IB
Designation
|
Middle-Tier
REMIC
IB
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
or
Components
|
|||
MTIB-A1-1
|
(2)
|
(8)
|
I-A1-1,
I-AIO
|
|||
MTIB-A1-2
|
(3)
|
(8)
|
I-A1-2,
I-AIO
|
|||
MTIB-A2
|
(4)
|
(8)
|
I-A2,
I-AIO
|
|||
MTIB-A3
|
(5)
|
(8)
|
I-A3,
I-AIO
|
|||
MTIB-A4-1
|
(6)
|
(8)
|
I-A4-1,
I-AIO
|
|||
MTIB-A4-2
|
(7)
|
(8)
|
I-A4-2,
I-AIO
|
|||
MTIB-M1
|
(1)
|
(8)
|
I-M1
|
|||
MTIB-M2
|
(1)
|
(8)
|
I-M2
|
|||
MTIB-M3
|
(1)
|
(8)
|
I-M3
|
10
MTIB-M4
|
(1)
|
(8)
|
I-M4
|
|||
MTIB-M5
|
(1)
|
(8)
|
I-M5
|
|||
MTIB-M6
|
(1)
|
(8)
|
I-M6
|
|||
MTIB-M7
|
(1)
|
(8)
|
I-M7
|
|||
MTIB-M8
|
(1)
|
(8)
|
I-M8
|
|||
MTIB-M9
|
(1)
|
(8)
|
I-M9
|
|||
MTIB-X
|
(10)
|
(10)
|
I-X
|
|||
MTIB-R
|
(9)
|
(9)
|
N/A
|
________________
(1)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Middle-Tier Interests in Middle-Tier
REMIC IB is a per annum rate equal to the interest rate of its
Corresponding Class of Certificates or Components, determined by
substituting the Pool 1 REMIC Net Funds Cap for the applicable Net
Funds
Cap.
|
(2)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
IB is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.120%
(or a margin of 0.240% after the related Initial Termination Date),
subject to a floor of 6.370% (6.240%, after the related Initial
Termination Date) and (ii) the Pool 1 REMIC Net Funds
Cap.
|
(3)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
IB is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.099%
(or a margin of 0.180% after the related Initial Termination Date),
subject to a floor of 6.349% (6.180%, after the related Initial
Termination Date) and (ii) the Pool 1 REMIC Net Funds
Cap.
|
(4)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
IB is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.220%
(or a margin of 0.440% after the related Initial Termination Date),
subject to a floor of 6.470% (6.440%, after the related Initial
Termination Date) and (ii) the Pool 1 REMIC Net Funds
Cap.
|
(5)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
IB is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.280%
(or a margin of 0.560% after the related Initial Termination Date),
subject to a floor of 6.530% (6.560%, after the related Initial
Termination Date) and (ii) the Pool 1 REMIC Net Funds
Cap.
|
(6)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
IB is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.200%
(or a margin of 0.400% after the related Initial Termination Date),
subject to a floor of 6.450% (6.400%, after the related Initial
Termination Date) and (ii) the Pool 1 REMIC Net Funds
Cap.
|
(7)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
IB is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.320%
(or a margin of 0.640% after the related Initial Termination Date),
subject to a floor of 6.570% (6.640%, after the related Initial
Termination Date) and (ii) the Pool 1 REMIC Net Funds
Cap.
|
(8)
|
This
interest shall have an initial principal balance equal to the initial
Class Principal Amount of its Corresponding Class of
Certificates.
|
(9)
|
The
MT2-R Interest is the sole Class of residual interest in Middle-Tier
REMIC
IB. It does not have an interest rate or a principal balance.
|
(10)
|
This
interest shall have an initial principal balance equal to the amount
of
the initial overcollateralization for Group 1, but shall not accrue
interest on that balance. This interest shall also comprise two notional
components, each of which represents a regular interest in Middle
Tier
REMIC IB. The first such component has a notional balance that will
at all
times equal the aggregate of the outstanding principal amounts of
the
Middle-Tier Interests in Middle-Tier REMIC IA, and, for each Distribution
Date (and the related Accrual Period) this notional component shall
bear
interest at a per annum rate equal to the excess, if any, of (i)
the
weighted average of the interest rates on the Middle-Tier Interests
in
Middle-Tier REMIC IA (other than any interest-only regular interest),
over
(ii) the Adjusted Middle Tier REMIC IA WAC. The second notional component
represents the right to receive all distributions in respect of the
Class
MTIA-IO Interest in Middle-Tier REMIC
IA.
|
11
On
each
Distribution Date, interest with respect to Pool 1 shall be distributed on
the
Lower-Tier Interests in Middle-Tier REMIC IB based on the above-described
interest rates.
On
each
Distribution Date principal with respect to Pool 1 shall be distributed to
each
Middle-Tier Interest in Middle-Tier REMIC IB (other than the Class MTIB-X and
Class MTIB-R Interests) until the principal balance of each such interest equals
the Class Principal Amount of the Corresponding Class of Certificates
immediately after such Distribution Date. Realized Losses shall be allocated
among the interests in Middle-Tier REMIC IB in the same manner as principal
is
allocated.
On
each
Distribution Date, the Trustee shall be deemed to have distributed the
Prepayment Premiums passed through with respect to the MTIA-Q Interest in
Middle-Tier REMIC IA on such Distribution Date to the Class MTIB-X
Interest.
Pooling
REMIC II
Pooling
REMIC II shall issue one uncertificated interest in respect of each Pool 2
Mortgage Loan held by the Trust on the Closing Date, each of which is hereby
designated as a regular interest in Pooling REMIC II (the “Pooling REMIC II
Regular Interests”). Pooling REMIC II shall also issue the Class II-LT-R
Certificate, which shall represent the sole class of residual interest in
Pooling REMIC II. Each Pooling REMIC II Regular Interest shall have an initial
principal balance equal to the Scheduled Principal Balance of the Mortgage
Loan
to which it relates and shall bear interest at a per annum rate equal to the
Net
Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute
Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage
Loan”), no amount of interest payable on such Qualified Mortgage Loan shall be
distributed on such Pooling REMIC II Regular Interest at a rate in excess of
the
Net Mortgage Rate of the Original Mortgage Loan.
On
each
Distribution Date, the Trustee shall first pay or charge as an expense of
Pooling REMIC II all expenses of the Trust Fund related to Pool 2 that are
deducted in computing the Interest Remittance Amount for such Distribution
Date.
On
each
Distribution Date the Trustee shall distribute the Interest Remittance Amount
for Pool 2 with respect to each of the Lower-Tier Interests in Pooling REMIC
II
based on the above-described interest rates.
On
each
Distribution Date, the Trustee shall distribute the Principal Remittance Amount
for Pool 2 among the Pooling REMIC II Regular Interests in accordance with
the
amount of the Principal Remittance Amount attributable to the Mortgage Loan
corresponding to each such Pooling REMIC II Regular Interest. All losses on
the
Mortgage Loans shall be allocated among the Pooling REMIC II Regular Interest
in
the same manner that principal distributions are allocated.
12
On
each
Distribution Date, the Trustee shall distribute the Prepayment Premiums related
to Pool 2 collected during the preceding Prepayment Period and payable to the
Class II-P Certificates, in the case of Principal Prepayments in full, or during
the related Collection Period, in the case of Principal Prepayments in part,
to
the Pooling REMIC II Regular Interest corresponding to the Mortgage Loan with
respect to which such amounts were received.
Lower-Tier
REMIC II
The
following table sets forth (or describes) the designation, interest rate, and
initial principal balance of each Lower-Tier Interest in Lower-Tier REMIC II,
each of which, other than the LT2-R Lower Tier Interest) is hereby designated
as
a regular interest in Lower-Tier REMIC II (the “Lower-Tier REMIC II Regular
Interests”).
Designation
|
Interest
Rate
|
Initial
Principal
Amount
|
Corresponding
Class
of
Certificates
|
|||
LT2-II-A1
|
(1)
|
(2)
|
II-A1,
II-AIO
|
|||
LT2-II-A2
|
(1)
|
(2)
|
II-A2
|
|||
LT2-II-A3
|
(1)
|
(2)
|
II-A3,
II-AIO
|
|||
LT2-II-A4
|
(1)
|
(2)
|
II-A4,
II-AIO
|
|||
LT2-II-M1
|
(1)
|
(2)
|
II-M1
|
|||
LT2-II-M2
|
(1)
|
(2)
|
II-M2
|
|||
LT2-II-M3
|
(1)
|
(2)
|
II-M3
|
|||
LT2-II-M4
|
(1)
|
(2)
|
II-M4
|
|||
LT2-II-M5
|
(1)
|
(2)
|
II-M5
|
|||
LT2-II-M6
|
(1)
|
(2)
|
II-M6
|
|||
LT2-II-M7
|
(1)
|
(2)
|
II-M7
|
|||
LT2-II-M8
|
(1)
|
(2)
|
II-M8
|
|||
LT2-II-M9
|
(1)
|
(2)
|
II-M9
|
|||
LT2-Q
|
(1)
|
(3)
|
N/A
|
|||
LT2-R
|
(4)
|
(4)
|
N/A
|
________________
(1)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Lower-Tier Interests in Lower-Tier
REMIC
II is a per annum rate equal to the Pool 2 Net
WAC.
|
(2)
|
This
interest shall have an initial principal balance equal to one-half
of the
initial Class Principal Amount of its Corresponding Class of Certificates
(other than any Interest-Only
Certificates).
|
(3)
|
This
interest shall have an initial principal balance equal to the excess
of
(i) the aggregate Pool Balance for Pool 2 as of the Cut-off Date, over
(ii) the aggregate initial class principal amount of each other regular
interest in Lower-Tier REMIC II.
|
(4)
|
The
LT2-R Interest is the sole Class of residual interest in Lower-Tier
REMIC
II. It does not have an interest rate or a principal balance.
|
On
each
Distribution Date, the Trustee shall distribute the interest received from
Pooling REMIC II in respect of the Lower-Tier Interests in Lower-Tier REMIC
II
based on the above-described interest rates; provided,
however,
that
interest that accrues on the LT2-Q Interest shall be deferred to the extent
necessary to make the principal distributions described in paragraph 1 below
for
such Distribution Date on the other classes of Lower-Tier Interests. Any
interest so deferred shall itself bear interest at the interest rate for the
LT2-Q Interest.
13
On
each
Distribution Date, the Trustee shall distribute the principal received from
Pooling REMIC II (together with an amount equal to the interest deferred on
the
LT2-Q Interest for such Distribution Date) in the following order of
priority:
1.
|
First,
to the Class LT2-II-A1, Class LT2-II-A2, Class LT2-II-A3, Class LT2-II-A4,
Class LT2-II-M1, Class LT2-II-M2, Class LT2-II-M3, Class LT2-II-M4,
Class
LT2-II-M5, Class LT2-II-M6, Class LT2-II-M7, Class LT2-II-M8, and
Class
LT2-II-M9 until the principal balance of each such interest equals
50% of
the Class Principal Amount of the Corresponding Class of Certificates
(other than any Interest-Only Certificates) immediately after such
Distribution Date;
|
2.
|
Finally,
to the LT2-Q Interest, any remaining
amounts.
|
For
any
Distribution Date, after all distributions have been made, Realized Losses
for
Pool 2 shall be allocated among the interests in Lower-Tier REMIC II in the
order of priority in which principal is distributed to such interests.
On
each Distribution Date, the Trustee shall distribute the Prepayment Premiums
related to Pool 2 collected during the preceding Prepayment Period and payable
to the Class II-P Certificates to the class LT2-Q interest.
Middle-Tier
REMIC II:
The
following table sets forth the designations, principal balances and interest
rates for each interest in Middle-Tier REMIC II, each of which (other than
the
Class MT2-R Interest) is hereby designated as a regular interest in Middle-Tier
REMIC II (the “Middle-Tier REMIC II Regular Interests”):
Middle-Tier
REMIC
II
Designation
|
Middle-Tier
REMIC
II
Interest
Rate
|
Initial
Class
Principal
Amount
|
Corresponding
Class of
Certificate(s)
or
Components
|
|||
MT2-II-A1
|
(5)
|
(2)
|
II-A1,
II-AIO
|
|||
MT2-II-A2
|
(1)
|
(2)
|
II-A2
|
|||
MT2-II-A3
|
(6)
|
(2)
|
II-A3,
II-AIO
|
|||
MT2-II-A4
|
(7)
|
(2)
|
II-A4,
II-AIO
|
|||
MT2-II-M1
|
(1)
|
(2)
|
II-M1
|
|||
MT2-II-M2
|
(1)
|
(2)
|
II-M2
|
|||
MT2-II-M3
|
(1)
|
(2)
|
II-M3
|
|||
MT2-II-M4
|
(1)
|
(2)
|
II-M4
|
|||
MT2-II-M5
|
(1)
|
(2)
|
II-M5
|
|||
MT2-II-M6
|
(1)
|
(2)
|
II-M6
|
|||
MT2-II-M7
|
(1)
|
(2)
|
II-M7
|
|||
MT2-II-M8
|
(1)
|
(2)
|
II-M8
|
|||
MT2-II-M9
|
(1)
|
(2)
|
II-M9
|
14
MT2-X
|
(4)
|
(4)
|
II-X
|
|||
MT2-R
|
(3)
|
(3)
|
II-R
|
|||
MT2-BG
Fee
|
0.16%
|
(8)
|
N/A
|
________________
(1)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Middle-Tier Interests in Middle-Tier
REMIC II is a per annum rate equal to the interest rate on its
Corresponding Class of Certificates determined by substituting the
Pool 2
REMIC Net Funds Cap for the applicable Net Funds
Cap.
|
(2)
|
This
interest shall have an initial principal balance equal to the initial
Class Principal Amount of its Corresponding Class of
Certificates.
|
(3)
|
The
MT2-R Interest is the sole Class of residual interest in Middle-Tier
REMIC
II. It does not have an interest rate or a principal balance.
|
(4)
|
This
interest shall have an initial principal balance equal to the amount
of
the initial overcollateralization for Group 2, but shall not accrue
interest on that balance. This interest shall also comprise a notional
component, which represents a regular interest in Middle-Tier REMIC
II.
Such component has a notional balance that will at all times equal
the
aggregate of the outstanding principal amounts of the Lower-Tier
Interests
in Lower-Tier REMIC II, and, for each Distribution Date (and the
related
Accrual Period) this notional component shall bear interest at a
per annum
rate equal to the excess, if any, of (i) the Pool 2 REMIC Net Funds
Cap
(other than any interest-only regular interest) , over (ii) the Adjusted
Lower-Tier REMIC II WAC.
|
(5)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
II is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.160%
(or a margin of 0.320% after the related Initial Termination Date),
subject to a floor of 7.160% (7.320%, after the related Initial
Termination Date) and (ii) the Pool 2 REMIC Net Funds
Cap.
|
(6)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
II is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.300%
(or a margin of 0.600% after the related Initial Termination Date),
subject to a floor of 7.300% (7.600%, after the related Initial
Termination Date) and (ii) the Pool 2 REMIC Net Funds
Cap.
|
(7)
|
The
interest rate with respect to any Distribution Date (and the related
Accrual Period) for this Middle-Tier Interest in Middle-Tier REMIC
II is a
per annum rate equal to the lesser of (i) LIBOR plus a margin of
0.450%
(or a margin of 0.900% after the related Initial Termination Date),
subject to a floor of 7.450% (7.900%, after the related Initial
Termination Date) and (ii) the Pool 2 REMIC Net Funds
Cap.
|
(8)
|
This
interest shall be an interest-only interest and shall be entitled
to
receive interest accrued on a notional amount equal to the class
principal
balance of the Class LT2-II-A1
Interest.
|
On
each
Distribution Date, interest with respect to Pool 2 shall be distributed on
the
Lower-Tier Interests in Middle-Tier REMIC II based on the above-described
interest rates.
On
each
Distribution Date principal with respect to Pool 2 shall be distributed to
each
Middle-Tier Interest in Middle-Tier REMIC II (other than the Class MT2-X and
Class MT2-R Interests) until the principal balance of each such interest equals
the Class Principal Amount of the Corresponding Class of Certificates
immediately after such Distribution Date. Realized Losses shall be allocated
among the interests in Middle-Tier REMIC II in the same manner as principal
is
allocated.
15
On
each
Distribution Date, the Trustee shall be deemed to have distributed the
Prepayment Premiums passed through with respect to the LT2-Q Lower-Tier
Interests in Lower-Tier REMIC II on such Distribution Date to the Class MT2-X
Interest.
The
Certificates
The
following table sets forth (or describes) the Class designation, Certificate
Interest Rate, initial Class Principal Amount (or Class Notional Amount) and
minimum denomination for each Class of Certificates comprising interests in
the
Trust Fund created hereunder.
Class
Designation
|
Interest
Rate
|
Initial
Class
Principal
Amount
or
Class Notional
Amount
($)
|
Minimum
Denominations
|
Related
Upper-Tier
REMIC
|
||||
|
|
|
|
|||||
I-AIO
|
(1)
|
(2)
|
$1,000,000
|
REMIC
I
|
||||
I-A1-1
|
(3)
|
$25,000
|
REMIC
I
|
|||||
I-A1-2
|
(4)
|
$25,000
|
REMIC
I
|
|||||
I-A2
|
(5)
|
$25,000
|
REMIC
I
|
|||||
I-A3
|
(6)
|
$25,000
|
REMIC
I
|
|||||
I-A4-1
|
(7)
|
$25,000
|
REMIC
I
|
|||||
I-A4-2
|
(8)
|
$25,000
|
REMIC
I
|
|||||
I-M1
|
(9)
|
$100,000
|
REMIC
I
|
|||||
I-M2
|
(10)
|
$100,000
|
REMIC
I
|
|||||
I-M3
|
(11)
|
$100,000
|
REMIC
I
|
|||||
I-M4
|
(12)
|
$100,000
|
REMIC
I
|
|||||
I-M5
|
(13)
|
$100,000
|
REMIC
I
|
|||||
I-M6
|
(14)
|
$100,000
|
REMIC
I
|
|||||
I-M7
|
(15)
|
$100,000
|
REMIC
I
|
|||||
I-M8
|
(16)
|
$100,000
|
REMIC
I
|
|||||
I-M9
|
(17)
|
$1,000,000
|
REMIC
I
|
|||||
II-AIO
|
(19)
|
(19)
|
$1,000,000
|
REMIC
II
|
||||
II-A1
|
(20)
|
$25,000
|
REMIC
II
|
|||||
II-A2
|
(21)
|
$25,000
|
REMIC
II
|
|||||
II-A3
|
(22)
|
$25,000
|
REMIC
II
|
|||||
II-A4
|
(23)
|
$25,000
|
REMIC
II
|
|||||
II-M1
|
(24)
|
$100,000
|
REMIC
II
|
|||||
II-M2
|
(25)
|
$100,000
|
REMIC
II
|
|||||
II-M3
|
(26)
|
$100,000
|
REMIC
II
|
|||||
II-M4
|
(27)
|
$100,000
|
REMIC
II
|
|||||
II-M5
|
(28)
|
$100,000
|
REMIC
II
|
|||||
II-M6
|
(29)
|
$100,000
|
REMIC
II
|
|||||
II-M7
|
(30)
|
$100,000
|
REMIC
II
|
|||||
II-M8
|
(31)
|
$100,000
|
REMIC
II
|
|||||
II-M9
|
(32)
|
$100,000
|
REMIC
II
|
|||||
Class
I-P
|
(33)
|
(33)
|
(41)
|
REMIC
II
|
||||
Class
II-P
|
(34)
|
(34)
|
(41)
|
REMIC
II
|
16
Class
Designation
|
Interest
Rate
|
Initial
Class
Principal
Amount
or
Class Notional
Amount
($)
|
Minimum
Denominations
|
Related
Upper-Tier
REMIC
|
||||
Class
I-X
|
(35)
|
(35)
|
(41)
|
REMIC
II
|
||||
Class
II-X
|
(36)
|
(36)
|
(41)
|
REMIC
II
|
||||
Class
I-LT-R
|
(37)
|
(37)
|
(41)
|
REMIC
II
|
||||
Class
II-LT-R
|
(38)
|
(38)
|
(41)
|
REMIC
II
|
||||
Class
I-R
|
(39)
|
(39)
|
(41)
|
REMIC
II
|
||||
Class
II-R
|
(40)
|
(40)
|
(41)
|
REMIC
II
|
________________
(1)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-AIO Certificates is the per
annum
rate equal to the lesser of (i) 6.250% minus LIBOR and (ii) the excess
of
the Pool 1 Net Funds Cap for such Distribution Date over the Pool
1 Senior
Weighted Average Interest Rate, subject to a minimum Certificate
Interest
Rate of 0.000%; provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-AIO Certificates will be 6.000% minus LIBOR. For
purposes of the REMIC Provisions, the REMIC regular interest evidenced
by
the Class I-AIO Certificates shall bear interest at a per annum rate
equal
to the excess if any of (x) the lesser of 6.250% (6.000% after the
Pool 1
Initial Optional Termination Date) and the Pool 1 REMIC Net Funds
Cap over
(y) LIBOR. On any Distribution Date on which the Certificate Interest
Rate
for the Class I-AIO Certificates exceeds the interest rate of its
corresponding REMIC regular interest, interest accruals based on
such
excess shall be treated as having been paid from the Pool 1 Basis
Risk
Reserve Fund or the Supplemental Interest Trust, as applicable; on
any
Distribution Date on which the Certificate Interest Rate on the Class
I-AIO Certificates is less than the interest rate of its corresponding
REMIC regular interest, the amount of interest that accrued on such
REMIC
regular interest in excess of the amount of interest accrued on the
Class
I-AIO Certificates shall be treated as having been paid by the Class
I-AIO
Certificateholders to the Supplemental Interest Trust, all pursuant
to and
as further provided in Section 10.01(n)
hereof.
|
(2)
|
For
any Distribution Date, the Class I-AIO Certificates have a Class
Notional
Amount equal to the aggregate Class Principal Balance of the Class
I-A1-1,
Class I-A1-2, Class I-A2, Class I-A3, Class I-A4-1 and Class I-A4-2
Certificates immediately prior to the related Distribution Date.
The
initial Class Notional Amount for the Class I-AIO Certificates for
the
first Distribution Date will equal $657,339,000. For any Distribution
Date
after the Distribution Date in March 2012, the Class I-AIO Certificates
will have a Class Notional Amount equal to zero and thereafter the
Class
I-AIO Certificates will no longer receive distributions of any
kind.
|
(3)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-A1-1 Certificates is the
per annum
rate equal to the lesser of (i) LIBOR plus 0.120% and (ii) the Pool 1
Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-A1-1 Certificates will be LIBOR plus 0.240%. For purposes
of
the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-A1-1 Certificates is based
on
the Pool 1 Net Funds Cap, the amount of interest that would have
been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Net Funds Cap over the amount actually
payable
thereon shall be treated as having been paid to the owners of the
Class
I-A1-1 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n)
hereof.
|
(4)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-A1-2 Certificates is the
per annum
rate equal to the lesser of (i) LIBOR plus 0.090% and (ii) the Pool
1 Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-A1-2 Certificates will be LIBOR plus 0.180%. For purposes
of
the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-A1-2 Certificates is based
on
the Pool 1 Net Funds Cap, the amount of interest that would have
been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Net Funds Cap over the amount actually
payable
thereon shall be treated as having been paid to the owners of the
Class
I-A1-2 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n)
hereof.
|
17
(5)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-A2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.220% and (ii) the Pool 1
Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-A2 Certificates will be LIBOR plus 0.440%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
“Pool 1
REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
Interest Rate for the Class I-A2 Certificates is based on the Pool
1 Net
Funds Cap, the amount of interest that would have been payable on
such
Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
the
Pool 1 Net Funds Cap over the amount actually payable thereon shall
be
treated as having been paid to the owners of the Class I-A2 Certificates
and then deposited by such owners into the Supplemental Interest
Trust
pursuant to Section 10.01(n) hereof.
|
(6)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-A3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.280% and (ii) the Pool
1 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-A3 Certificates will be LIBOR plus 0.560%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
“Pool 1
REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
Interest Rate for the Class I-A3 Certificates is based on the Pool
1 Net
Funds Cap, the amount of interest that would have been payable on
such
Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
the
Pool 1 Net Funds Cap over the amount actually payable thereon shall
be
treated as having been paid to the owners of the Class I-A3 Certificates
and then deposited by such owners into the Supplemental Interest
Trust
pursuant to Section 10.01(n) hereof.
|
(7)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-A4-1 Certificates is the
per annum
rate equal to the lesser of (i) LIBOR plus 0.200% and (ii) the Pool
1 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-A4-1 Certificates will be LIBOR plus 0.400%. For purposes
of
the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-A4-1 Certificates is based
on
the Pool 1 Net Funds Cap, the amount of interest that would have
been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Net Funds Cap over the amount actually
payable
thereon shall be treated as having been paid to the owners of the
Class
I-A4-1 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
(8)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-A4-2 Certificates is the
per annum
rate equal to the lesser of (i) LIBOR plus 0.320% and (ii) the Pool
1 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-A4-2 Certificates will be LIBOR plus 0.640%. For purposes
of
the REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-A4-2 Certificates is based
on
the Pool 1 Net Funds Cap, the amount of interest that would have
been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Net Funds Cap over the amount actually
payable
thereon shall be treated as having been paid to the owners of the
Class
I-A4-2 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
18
(9)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the Pool
1 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-M1 Certificates will be LIBOR plus 0.675%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
“Pool 1
REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
Interest Rate for the Class I-M1 Certificates is based on the Pool
1 Net
Funds Cap, the amount of interest that would have been payable on
such
Certificates if the Pool 1 REMIC Net Funds Cap were substituted for the
Pool 1 Net Funds Cap over the amount actually payable thereon shall
be
treated as having been paid to the owners of the Class I-M1 Certificates
and then deposited by such owners into the Supplemental Interest
Trust
pursuant to Section 10.01(n) hereof.
|
(10)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.550% and (ii) the Pool
1 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-M2 Certificates will be LIBOR plus 0.825%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
“Pool 1
REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
Interest Rate for the Class I-M2 Certificates is based on the Pool
1 Net
Funds Cap, the amount of interest that would have been payable on
such
Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
the
Pool 1 Net Funds Cap over the amount actually payable thereon shall
be
treated as having been paid to the owners of the Class I-M2 Certificates
and then deposited by such owners into the Supplemental Interest
Trust
pursuant to Section 10.01(n) hereof.
|
(11)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.750% and (ii) the Pool
1 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-M3 Certificates will be LIBOR plus 1.125%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Net Funds Cap” in clause (ii)
of the preceding sentence shall be deemed to be a reference to the
“Pool 1
REMIC Net Funds Cap.” For any Distribution Date on which the Certificate
Interest Rate for the Class I-M3 Certificates is based on the Pool
1 Net
Funds Cap, the amount of interest that would have been payable on
such
Certificates if the Pool 1 REMIC Net Funds Cap were substituted for
the
Pool 1 Net Funds Cap over the amount actually payable thereon shall
be
treated as having been paid to the owners of the Class I-M3 Certificates
and then deposited by such owners into the Supplemental Interest
Trust
pursuant to Section 10.01(n) hereof.
|
(12)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.000% and (ii) the Pool
1
Adjusted Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 1 and related property are not
purchased pursuant to Section 7.01(b) on the Pool 1 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class I-M4 Certificates will be LIBOR plus 1.500%. For purposes
of the
REMIC Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the “Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-M4 Certificates is based
on the
Pool 1 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class I-M4 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
19
(13)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.250% and (ii) the Pool
1
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 1 and related property are not purchased pursuant
to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
I-M5
Certificates will be LIBOR plus 1.875%. For purposes of the REMIC
Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-M5 Certificates is based
on the
Pool 1 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class I-M5 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
(14)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
1
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 1 and related property are not purchased pursuant
to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
I-M6
Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-M6 Certificates is based
on the
Pool 1 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class I-M6 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
(15)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M7 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Pool
1
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 1 and related property are not purchased pursuant
to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
I-M7
Certificates will be LIBOR plus 3.000%. For purposes of the REMIC
Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-M7 Certificates is based
on the
Pool 1 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class I-M7 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
(16)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M8 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Pool
1
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 1 and related property are not purchased pursuant
to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
I-M8
Certificates will be LIBOR plus 3.000%. For purposes of the REMIC
Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-M8 Certificates is based
on the
Pool 1 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class I-M8 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
20
(17)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class I-M9 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 2.000% and (ii) the Pool
1
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 1 and related property are not purchased pursuant
to Section 7.01(b) on the Pool 1 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
I-M9
Certificates will be LIBOR plus 3.000%. For purposes of the REMIC
Provisions, the reference to “Pool 1 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 1 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class I-M9 Certificates is based
on the
Pool 1 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 1 REMIC Net Funds Cap were
substituted for the Pool 1 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class I-M9 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
|
(18)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-AIO Certificates is the
per annum
rate equal to the lesser of (i) 7.000% minus LIBOR and (ii) the excess
of
the Pool 1 Net Funds Cap for such Distribution Date over the Pool
1 Senior
Weighted Average Interest Rate, subject to a minimum Certificate
Interest
Rate of 0.000%. For
purposes of the REMIC Provisions, the REMIC regular interest evidenced
by
the Class II-AIO Certificates shall bear interest at a per annum
rate
equal to the excess if any of (x) the lesser of 7.000% and the Pool
1
REMIC Net Funds Cap over (y) LIBOR. On any Distribution Date on which
the
Certificate Interest Rate for the Class II-AIO Certificates exceeds
the
interest rate of its corresponding REMIC regular interest, interest
accruals based on such excess shall be treated as having been paid
from
the Pool 1 Basis Risk Reserve Fund or the Supplemental Interest Trust,
as
applicable; on any Distribution Date on which the Certificate Interest
Rate on the Class II-AIO Certificates is less than the interest rate
of
its corresponding REMIC regular interest, the amount of interest
that
accrued on such REMIC regular interest in excess of the amount of
interest
accrued on the Class II-AIO Certificates shall be treated as having
been
paid by the Class II-AIO Certificateholders to the Supplemental Interest
Trust, all pursuant to and as further provided in Section 10.01(n)
hereof.
|
(19)
|
For
any Distribution Date, the Class II-AIO Certificates have a Class
Notional
Amount equal to the aggregate Class Principal Balance of the Group
2
Senior Certificates (other than the Class II-A1 Certificates) immediately
prior to the related Distribution Date. The initial Class Notional
Amount
for the Class II-AIO Certificates for the first Distribution Date
will
equal $156,082,000.
|
(20)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-A1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.160% and (ii) the Pool
2 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class II-A1 Certificates will be LIBOR plus 0.320%. For
purposes of the REMIC Provisions, the REMIC regular interest evidenced
by
this Class of Certificates shall bear interest at a maximum rate
equal to
the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
the
Certificate Interest Rate for this Class of Certificates exceeds
the Pool
2 REMIC Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
on
any Distribution Date on which the Certificate Interest Rate on this
Class
of Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on this Class of Certificates if the Pool 2 REMIC
Net
Funds Cap were substituted for the Net Funds Cap shall be treated
as
having been paid by the holders of this Class of Certificates to
the Pool
2 Basis Risk Reserve Fund, all pursuant to and as further provided
in
Section 10.01(n) hereof.
|
21
(21)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-A2 Certificates is the per
annum
rate equal to the lesser of (i) 7.500% and (ii) the Pool 2 Net Funds
Cap
for such Distribution Date. For
purposes of the REMIC Provisions, the REMIC regular interest evidenced
by
this Class of Certificates shall bear interest at a maximum rate
equal to
the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
the
Certificate Interest Rate for this Class of Certificates exceeds
the Pool
2 REMIC Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
on
any Distribution Date on which the Certificate Interest Rate on this
Class
of Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on this Class of Certificates if the Pool 2 REMIC
Net
Funds Cap were substituted for the Net Funds Cap shall be treated
as
having been paid by the holders of this Class of Certificates to
the Pool
2 Basis Risk Reserve Fund, all pursuant to and as further provided
in
Section 10.01(n) hereof.
|
(22)
|
The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-A3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.300% and (ii) the Pool
2 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class II-A3 Certificates will be LIBOR plus 0.600%. For
purposes of the REMIC Provisions, the REMIC regular interest evidenced
by
this Class of Certificates shall bear interest at a maximum rate
equal to
the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
the
Certificate Interest Rate for this Class of Certificates exceeds
the Pool
2 REMIC Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
on
any Distribution Date on which the Certificate Interest Rate on this
Class
of Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on this Class of Certificates if the Pool 2 REMIC
Net
Funds Cap were substituted for the Net Funds Cap shall be treated
as
having been paid by the holders of this Class of Certificates to
the Pool
2 Basis Risk Reserve Fund, all pursuant to and as further provided
in
Section 10.01(n) hereof.
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(23)
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-A4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.450% and (ii) the Pool
2 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class II-A4 Certificates will be LIBOR plus 0.900%. For
purposes of the REMIC Provisions, the REMIC regular interest evidenced
by
this Class of Certificates shall bear interest at a maximum rate
equal to
the Pool 2 REMIC Net Funds Cap. On any Distribution Date on which
the
Certificate Interest Rate for this Class of Certificates exceeds
the Pool
2 REMIC Net Funds Cap, interest accruals based on such excess shall
be
treated as having been paid from the Pool 2 Basis Risk Reserve Fund;
on
any Distribution Date on which the Certificate Interest Rate on this
Class
of Certificates is based on a Net Funds Cap, the amount of interest
that
would have accrued on this Class of Certificates if the Pool 2 REMIC
Net
Funds Cap were substituted for the Net Funds Cap shall be treated
as
having been paid by the holders of this Class of Certificates to
the Pool
2 Basis Risk Reserve Fund, all pursuant to and as further provided
in
Section 10.01(n) hereof.
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(24)
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M1 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.650% and (ii) the Pool
2 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class II-M1 Certificates will be LIBOR plus 0.975%. For purposes
of
the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M1 Certificates is based
on the
Pool 2 Net Funds Cap, the amount of interest that would have been
payable
on such Certificates if the Pool 2 REMIC Net Funds Cap were substituted
for the Pool 2 Net Funds Cap over the amount actually payable thereon
shall be treated as having been paid to the owners of the Class II-M1
Certificates and then deposited by such owners into the Supplemental
Interest Trust pursuant to Section 10.01(n) hereof.
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22
(25)
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M2 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.700% and (ii) the Pool
2 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class II-M2 Certificates will be LIBOR plus 1.050%. For purposes
of
the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M2 Certificates is based
on the
Pool 2 Net Funds Cap, the amount of interest that would have been
payable
on such Certificates if the Pool 2 REMIC Net Funds Cap were substituted
for the Pool 2 Net Funds Cap over the amount actually payable thereon
shall be treated as having been paid to the owners of the Class II-M2
Certificates and then deposited by such owners into the Supplemental
Interest Trust pursuant to Section 10.01(n) hereof.
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(26)
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M3 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.850% and (ii) the Pool
2 Net
Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class II-M3 Certificates will be LIBOR plus 1.275%. For purposes
of
the REMIC Provisions, the reference to “Pool 2 Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M3 Certificates is based
on the
Pool 2 Net Funds Cap, the amount of interest that would have been
payable
on such Certificates if the Pool 2 REMIC Net Funds Cap were substituted
for the Pool 2 Net Funds Cap over the amount actually payable thereon
shall be treated as having been paid to the owners of the Class II-M3
Certificates and then deposited by such owners into the Supplemental
Interest Trust pursuant to Section 10.01(n) hereof.
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(27)
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M4 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 0.900% and (ii) the Pool
2
Adjusted Net Funds Cap for such Distribution Date;
provided,
that if the Mortgage Loans in Pool 2 and related property are not
purchased pursuant to Section 7.01(c) on the Pool 2 Initial Optional
Termination Date, then with respect to each subsequent Distribution
Date
the per annum rate calculated pursuant to clause (i) above with respect
to
the Class II-M4 Certificates will be LIBOR plus 1.350%. For purposes
of
the REMIC Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in
clause (ii) of the preceding sentence shall be deemed to be a reference
to
the “Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M4 Certificates is based
on the
Pool 2 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
substituted for the Pool 2 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class II-M4 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
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(28)
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M5 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.250% and (ii) the Pool
2
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 2 and related property are not purchased pursuant
to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
II-M5
Certificates will be LIBOR plus 1.875%. For purposes of the REMIC
Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M5 Certificates is based
on the
Pool 2 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
substituted for the Pool 2 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class II-M5 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M6 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
2
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 2 and related property are not purchased pursuant
to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
II-M6
Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M6 Certificates is based
on the
Pool 2 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
substituted for the Pool 2 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class II-M6 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M7 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
2
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 2 and related property are not purchased pursuant
to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
II-M7
Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M7 Certificates is based
on the
Pool 2 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
substituted for the Pool 2 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class II-M7 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M8 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
2
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 2 and related property are not purchased pursuant
to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
II-M8
Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M8 Certificates is based
on the
Pool 2 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
substituted for the Pool 2 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class II-M8 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
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(32)
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The
Certificate Interest Rate with respect to any Distribution Date (and
the
related Accrual Period) for the Class II-M9 Certificates is the per
annum
rate equal to the lesser of (i) LIBOR plus 1.750% and (ii) the Pool
2
Adjusted Net Funds Cap for such Distribution Date; provided, that
if the
Mortgage Loans in Pool 2 and related property are not purchased pursuant
to Section 7.01(c) on the Pool 2 Initial Optional Termination Date,
then
with respect to each subsequent Distribution Date the per annum rate
calculated pursuant to clause (i) above with respect to the Class
II-M9
Certificates will be LIBOR plus 2.625%. For purposes of the REMIC
Provisions, the reference to “Pool 2 Adjusted Net Funds Cap” in clause
(ii) of the preceding sentence shall be deemed to be a reference
to the
“Pool 2 REMIC Net Funds Cap.” For any Distribution Date on which the
Certificate Interest Rate for the Class II-M9 Certificates is based
on the
Pool 2 Adjusted Net Funds Cap, the amount of interest that would
have been
payable on such Certificates if the Pool 2 REMIC Net Funds Cap were
substituted for the Pool 2 Adjusted Net Funds Cap over the amount
actually
payable thereon shall be treated as having been paid to the owners
of the
Class II-M9 Certificates and then deposited by such owners into the
Supplemental Interest Trust pursuant to Section 10.01(n) hereof.
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The
Class I-P Certificates will not bear interest at a stated rate. The
Class
I-P Certificates shall have a Class I-P Principal Amount equal to
$100 and
shall be entitled to receive all Prepayment Premiums paid with respect
to
the Mortgage Loans in Pool 1 for which the Seller has retained the
servicing rights as provided in Section
5.02(l).
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(34)
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The
Class II-P Certificates will not bear interest at a stated rate.
The Class
II-P Certificates shall have a Class II-P Principal Amount equal
to $100
and shall be entitled to receive all Prepayment Premiums paid with
respect
to the Mortgage Loans in Pool 2 for which the Seller has retained
the
servicing rights as provided in Section
5.02(l).
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(35)
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The
Class I-X Certificates shall represent ownership of the Class I-XS
Component. For purposes of the REMIC Provisions, the I-XS Component
of the
Class I-X Certificates shall be entitled to receive all amounts
distributable on the Class MTIB-X interest minus
$100.00 allocated to the Class I-P Certificates to create the $100
Class
I-P Principal Amount. The distributions on the Class MTIB-X interest
in
respect of the Class MTIA-IO Interest in Middle-Tier REMIC I is referred
to herein as the “Class I” interest. In addition, for purposes of the
REMIC Provisions, the Class I-XS Component of the Class I-X Certificates
shall represent beneficial ownership of the Pool 1 Basis Risk Reserve
Fund
and an interest in the notional principal contracts described in
Section
10.01(l) hereof. The Class I-SX Component of the Class I-X Certificates
shall represent beneficial ownership of the Group 1 Swap Agreement
and the
Group 1 Swap Account. The Class I-CX Component of the Class I-X
Certificates shall represent beneficial ownership of the Group 1
Interest
Rate Cap Agreement and the Group 1 Interest Rate Cap
Account.
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(36)
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The
Class II-X Certificates shall represent ownership of the Class II-XS
Component. For purposes of the REMIC Provisions, the II-XS Component
of
the Class II-X Certificates shall be entitled to receive all amounts
distributable on the Class MTII-X interest minus
$100.00 allocated to the Class II-P Certificates to create the $100
Class
II-P Principal Amount. In addition, for purposes of the REMIC Provisions,
the Class II-XS Component of the Class II-X Certificates shall represent
beneficial ownership of the Pool 2 Basis Risk Reserve Fund and an
interest
in the notional principal contracts described in Section 10.01(l)
hereof.
The Class II-CX Component of the Class II-X Certificates shall represent
beneficial ownership of the Group 2 Interest Rate Cap
Agreement.
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(37)
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The
Class I-R Certificate will be issued without a Certificate Principal
Amount and will not bear interest at a stated rate. The Class I-R
Certificate represents ownership of the residual interest in Upper-Tier
REMIC I, as well as ownership of the LT1-R Interest, MTIA-R Interest
and
the MTIB-R Interest.
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(38)
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The
Class II-R Certificate will be issued without a Certificate Principal
Amount and will not bear interest at a stated rate. The Class II-R
Certificate represents ownership of the residual interest in Upper-Tier
REMIC II, as well as ownership of the LT2-R Interest and the MT2-R
Interest.
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(39)
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The
Class I-LT-R Certificate will be issued without a Class Principal
Amount
and will not bear interest at a stated rate. The Class I-LT-R Certificate
represents ownership of the residual interest in Pooling REMIC I.
The
Class I-LT-R Certificate will be issued as a single Certificate evidencing
the entire Percentage Interest in such
Class.
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The
Class II-LT-R Certificate will be issued without a Class Principal
Amount
and will not bear interest at a stated rate. The Class II-LT-R Certificate
represents ownership of the residual interest in Pooling REMIC II.
The
Class II-LT-R Certificate will be issued as a single Certificate
evidencing the entire Percentage Interest in such
Class.
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(41)
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The
Class I-X, Class II-X, Class I-P and Class II-P Certificates will
each be
issued in minimum Percentage Interests of 10.00%. The Class I-LT-R,
Class
II-LT-R, Class I-R and Class II-R Certificate will each be issued
as a
single Certificate evidencing the entire Percentage Interest in each
such
Class.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
of
$996,593,863.79.
In
consideration of the mutual agreements herein contained, the Depositor, the
Seller, the Master Servicer and the Trustee hereby agree as
follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
The
following words and phrases, unless the context otherwise requires, shall
have
the following meanings:
10-K
Filing Deadline:
As
defined in Section 6.20(e)(i).
Accepted
Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
servicing practices of prudent mortgage servicing institutions that service
or
master service mortgage loans of the same type and quality as such Mortgage
Loan
in the jurisdiction where the related Mortgaged Property is located, to the
extent applicable to the Trustee (as successor master servicer) or the Master
Servicer or (y) as provided in the applicable Servicing Agreement, to the
extent
applicable to the related Servicer.
Accountant:
A
person engaged in the practice of accounting who (except when this Agreement
provides that an Accountant must be Independent) may be employed by or
affiliated with the Depositor or an Affiliate of the Depositor.
Accrual
Period:
With
respect to any Distribution Date and the Offered Certificates (other than
the
Class II-AIO and Class II-A2 Certificates), the period beginning on the
immediately preceding Distribution Date (or on June 25, 2007, in the case
of the
first Accrual Period) and ending on the day immediately preceding the related
Distribution Date and, in the case of the Class I-AIO Certificates, assuming
a
30-day month. With respect to any Distribution Date and the Class II-AIO,
Class
II-A2, Class I-X and Class II-X Certificates and each Lower-Tier Interest,
the
calendar month preceding the month of such Distribution Date, assuming a
30-day
month.
Act:
The
Securities Act of 1933, as amended.
Additional
Form 10-D Disclosure:
As
defined in Section 6.20(d)(i).
26
Additional
Form 10-K Disclosure:
As
defined in Section 6.20(e)(i).
Additional
Servicer:
Each
affiliate of each Servicer that Services any of the Mortgage Loans and each
Person who is not an affiliate of any Servicer, who Services 10% or more
of the
Mortgage Loans.
Additional
Termination Event:
As
defined in the Group 1 Swap Agreement.
Adjustable
Rate Mortgage Loan:
Any
Mortgage Loan as to which the related Mortgage Note provides for the adjustment
of the Mortgage Rate applicable thereto.
Adjusted
Lower-Tier REMIC II WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to the
product of (i) two, multiplied by (ii) the weighted average of the interest
rates for such Distribution Date for each regular interest in Lower-Tier
REMIC
II (other than any interest-only regular interest), weighted in proportion
to
their principal balances as of the beginning of the related Accrual Period
and
computed by subjecting the rate on the Class LT2-Q Interest to a cap of 0.00%,
by subjecting the rate on the Class LT2-II-A1, Class LT2-II-A3 and Class
LT2-II-A4 interests to a cap equal to the interest rate of the Middle-Tier
REMIC
II Interest with the same Corresponding Class of Certificates, and by subjecting
the rate on each remaining Lower Tier Interest in Lower Tier REMIC II to
a cap
that corresponds to the Certificate Interest Rate for the Corresponding Class
of
Certificates or Components, provided,
however,
that
for this purpose, the Pool 2 REMIC Net Funds Cap shall be substituted for
the
applicable Net Funds Cap in the definition of the Certificate Interest Rate
thereof and
that for
each Class of Certificates for which interest is accrued on the basis of
a
360-day year and the actual number of days in the related Accrual Period,
the
Certificate Interest Rate shall be multiplied by an amount equal to (a) the
actual number of days in the Accrual Period, divided by (b) 30.
Adjusted
Middle-Tier REMIC IA WAC:
For any
Distribution Date (and the related Accrual Period), an amount equal to the
product of (i) two, multiplied by (ii) the weighted average of the interest
rates for such Distribution Date for each Middle-Tier Interest in Middle-Tier
REMIC IA (other than the Class MTIA-R Interest and any interest-only regular
interest), weighted in proportion to their principal balances as of the
beginning of the related Accrual Period and computed by subjecting the rate
on
the Class MT1-Q Interest to a cap of 0.00%, by subjecting the rate on the
Class
MTIA-A1-1, Class MTIA-A1-2, Class MTIA-A2, Class MTIA-A3, Class MTIA-A4-1
and
Class MTIA-A4-2 Interests to a cap equal to the interest rate of the Middle
Tier
REMIC IB Interest with the same Corresponding Class of Certificates or
Components, and by subjecting the rate on each remaining Middle-Tier Interest
in
Middle-Tier REMIC IA to a cap that corresponds to the Certificate Interest
Rate
for the Corresponding Class of Certificates or Components, provided,
however,
that
for this purpose, the Pool 1 REMIC Net Funds Cap shall be substituted for
the
applicable Net Funds Cap in the definition of the Certificate Interest Rate
thereof and for each Class of Certificates for which interest is accrued
on the
basis of a 360-day year and the actual number of days in the related Accrual
Period, the Certificate Interest Rate shall be multiplied by an amount equal
to
(a) the actual number of days in the Accrual Period, divided by (b)
30.
27
Advance:
An
advance of the aggregate of payments (other than Balloon Payments) of principal
and interest (net of the applicable Servicing Fee) on one or more Mortgage
Loans
that were due on the Due Date in the related Collection Period and not received
as of the close of business on the related Determination Date, required to
be
made by the related Servicer or by the Master Servicer on behalf of the related
Servicer (or by the Trustee as successor master servicer) pursuant to Section
5.04, but only to the extent that such amount is expected, in the reasonable
judgment of the Master Servicer or Servicer (or by the Trustee as successor
to
the Master Servicer), to be recoverable from collections or recoveries in
respect of such Mortgage Loans.
Adverse
REMIC Event:
Either
(i) loss of status as a REMIC, within the meaning of Section 860D of the
Code,
for any group of assets identified as a REMIC in the Preliminary Statement
to
this Agreement, or (ii) imposition of any tax, including the tax imposed
under
Section 860F(a)(1) on prohibited transactions, and the tax imposed under
Section
860G(d) on certain contributions to a REMIC, on any REMIC created hereunder
to
the extent such tax would be payable from assets held as part of the Trust
Fund.
Affected
Party:
As
defined in the Group 1 Swap Agreement.
Affiliate:
With
respect to any specified Person, any other Person controlling or controlled
by
or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
Aggregate
Loan Balance:
As of
any date of determination, the aggregate of the Scheduled Principal Balances
of
all Mortgage Loans in Pool 1 and Pool 2.
Aggregate
Voting Interests:
The
aggregate of the Voting Interests of all the Certificates under this
Agreement.
Agreement:
This
Trust Agreement and all amendments and supplements hereto.
Anniversary
Year:
The
one-year period beginning on the Closing Date and ending on the first
anniversary thereof, and each subsequent one-year period beginning on the
day
after the end of the preceding Anniversary Year and ending on the next
succeeding anniversary of the Closing Date.
Applied
Loss Amounts:
A Pool
1 Applied Loss Amount or Pool 2 Applied Loss Amount, as applicable.
Appraised
Value:
With
respect to any Mortgage Loan, the amount set forth in an appraisal made in
connection with the origination of such Mortgage Loan as the value of the
related Mortgaged Property.
Assignment
of Mortgage:
An
assignment of the Mortgage, notice of transfer or equivalent instrument,
in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the sale of the Mortgage
to the
Trustee, which assignment, notice of transfer or equivalent instrument may
be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction, if permitted by
law;
provided,
however,
that
none of the Custodians nor the Trustee shall be responsible for determining
whether any such assignment is in recordable form.
28
Aurora:
Aurora
Loan Services LLC or its successors in interest.
Authenticating
Agent:
Any
authenticating agent appointed by the Trustee pursuant to Section
6.10.
Authorized
Officer:
Any
Person who may execute an Officer’s Certificate on behalf of the
Depositor.
Back-Up
Certification:
As
defined in Section 6.20(e)(iii).
Balance
Guaranteed Cap Agreement:
The
balance guaranteed cap agreement dated as of June 29, 2007, entered into
between
the Trustee for the benefit of the Class II-A1 Certificates and the Balance
Guaranteed Cap Counterparty, which agreement provides for the monthly payment
specified therein for deposit into the Pool 2 Basis Risk Reserve Fund (for
the
benefit of the Class II-A1 Certificateholders) commencing with the Distribution
Date in August 2007 and terminating in (but including the Distribution Date
in)
July 2037, by the Balance Guaranteed Cap Counterparty, but subject to the
conditions set forth therein, including the 1992 ISDA Master Swap Agreement
(Multi-Currency Cross Border), together with any schedules, confirmations,
Credit Support Annex or other agreements relating thereto, attached hereto
as
Exhibit N-3.
Balance
Guaranteed Cap Counterparty:
Xxxxxx
Brothers Special Financing Inc., or any successor thereto.
Balance
Guaranteed Cap Fee:
The
monthly fee paid to the Balance Guaranteed Cap Counterparty pursuant to Section
5.02(c)(i) hereof, calculated at the Balance Guaranteed Cap Fee Rate and
in
accordance with the Balance Guaranteed Cap Agreement.
Balance
Guaranteed Cap Fee Rate:
0.08%
per annum.
Balance
Guaranteed Cap Replacement Receipts:
As
defined in Section 5.09(c).
Balance
Guaranteed Cap Replacement Receipts Account:
As
defined in Section 5.09(c).
Balance
Guaranteed Cap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Balance
Guaranteed Cap Agreement, the payment required to be made by the Balance
Guaranteed Cap Counterparty to the Trust Fund pursuant to the terms of the
Balance Guaranteed Cap Agreement, and any unpaid amounts due from prior payment
dates and accrued interest thereon as provided in the Balance Guaranteed
Cap
Agreement, as calculated by the Balance Guaranteed Cap Counterparty and
furnished to the Trustee.
Balance
Guaranteed Cap Termination Receipts Account:
As
defined in Section 5.09(c).
29
Balloon
Mortgage Loan:
Any
Mortgage Loan having an original term to maturity that is shorter than its
amortization schedule, and a final Scheduled Payment that is disproportionately
large in comparison to other Scheduled Payments. As of the Closing Date,
no
Mortgage Loan is a Balloon Mortgage Loan.
Balloon
Payment:
The
final Scheduled Payment in respect of a Balloon Mortgage Loan.
Bankruptcy:
As to
any Person, the making of an assignment for the benefit of creditors, the
filing
of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
the entry of an order for relief in a bankruptcy or insolvency proceeding,
the
seeking of reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief, or seeking, consenting to or acquiescing in
the
appointment of a trustee, receiver or liquidator, dissolution, or termination,
as the case may be, of such Person pursuant to the provisions of either the
Bankruptcy Code, or any other similar state laws.
Bankruptcy
Code:
The
United States Bankruptcy Code of 1986, as amended.
Basis
Risk Shortfall:
With
respect to any Distribution Date and any Class of Offered Certificates (other
than the Class I-AIO, Class II-A1 and Class II-AIO Certificates), the amount
by
which the amount of interest calculated at the Certificate Interest Rate
applicable to such Class for such date (determined without regard to the
applicable Net Funds Cap for such date) exceeds the amount of interest
calculated at the applicable Net Funds Cap.
Benefit
Plan Opinion:
An
Opinion of Counsel satisfactory to the Depositor and the Trustee to the effect
that any proposed transfer of Certificates will not (i) cause the assets
of the
Trust Fund to be regarded as “plan assets” for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the Depositor
or the Trustee, respectively.
Book-Entry
Certificates:
Beneficial interests in Certificates designated as “Book-Entry Certificates” in
this Agreement, ownership and transfers of which shall be evidenced or made
through book entries by a Clearing Agency as described in Section 3.09;
provided,
that
after the occurrence of a condition whereupon book-entry registration and
transfer are no longer permitted and Definitive Certificates are to be issued
to
Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry
Certificates.” As of the Closing Date, each Class of Offered Certificates
constitutes Book-Entry Certificates.
Bulk
PMI Policy:
Not
applicable.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions
in the States of Colorado, Illinois or New York or the city in which the
Corporate Trust Office of the Trustee or the principal office of the Certificate
Insurer is located are closed, or (iii) with respect to any Servicer Remittance
Date or any Servicer reporting date, a day on which banking institutions
in the
States specified in the definition of “Business Day” in the related Servicing
Agreement, are authorized or obligated by law or executive order to be
closed.
Cap
Agreement:
Each of
the Group 1 Cap Agreement, the Balance Guaranteed Cap Agreement and the Group
2
Cap Agreement.
30
Carryforward
Interest:
With
respect to any Distribution Date and any Class of Offered Certificates, the
sum
of (i) the amount, if any, by which (x) the sum of (A) Current Interest for
such
Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest for such Class from previous Distribution Dates exceeds
(y) the amount distributed in respect of interest on such Class on such
immediately preceding Distribution Date, and (ii) interest on such amount
for
the related Accrual Period at the applicable Certificate Interest
Rate.
Certificate:
Any one
of the certificates signed and countersigned by the Trustee in substantially
the
forms attached hereto as Exhibit A.
Certificate
Account:
The
account maintained by the Trustee in accordance with the provisions of Section
4.04.
Certificate
Insurance Policy:
The
Certificate Guaranty Insurance Policy No. AB1094BE, dated the Closing Date,
including any endorsements thereto issued by the Certificate Insurer to the
Trustee for the benefit of the Holders of the Insured Certificates, a form
of
which is attached as Exhibit L hereto.
Certificate
Insurance Premium:
With
respect to any Distribution Date and the Class I-A1-2 Certificates, an amount
equal to 1/12th of the product of (a) the aggregate Class Principal Amount
of
the Class I-A1-2 Certificates as of such Distribution Date (prior to giving
effect to any distributions thereon on such Distribution Date) and (b) the
related Premium Percentage. With respect to any Distribution Date and the
Class
I-A4-1 Certificates, an amount equal to 1/12th of the product of (a) the
aggregate Class Principal Amount of the Class I-A4-1 Certificates as of such
Distribution Date (prior to giving effect to any distributions thereon on
such
Distribution Date) and (b) the related Premium Percentage.
Certificate
Insurer:
Ambac
Assurance Corporation, or any successor thereto.
Certificate
Insurer Default:
The
occurrence and continuance of any of the following events:
(a) the
Certificate Insurer shall have failed to make a payment required to be made
under the Certificate Insurance Policy in accordance with its
terms;
(b) the
Certificate Insurer shall have (i) filed a petition or commenced a case or
proceeding under any provision or chapter of the Bankruptcy Code or any other
similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization, (ii) made a general assignment for the benefit
of
its creditors, or (iii) had an order for relief entered against it under
the
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization that
is
final and nonappealable; or
(c) a
court
of competent jurisdiction, the Office of the Commissioner of Insurance of
the
State of New York or other competent regulatory authority shall have entered
a
final and nonappealable order, judgment or decree (i) appointing a custodian,
trustee, agent or receiver for the Certificate Insurer or for all or any
material portion of its property or (ii) authorizing the taking of possession
by
a custodian, trustee, agent or receiver of the Certificate Insurer (or the
taking of possession of all or any material portion of the property of the
Certificate Insurer).
31
Certificate
Interest Rate:
With
respect to each Class of Certificates and any Distribution Date, the applicable
per annum rate set forth or described under the heading “The Certificates” in
the Preliminary Statement hereto.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person who is the owner of such
Book-Entry Certificate, as reflected on the books of the Clearing Agency,
or on
the books of a Person maintaining an account with such Clearing Agency (directly
or as an indirect participant, in accordance with the rules of such Clearing
Agency).
Certificate
Principal Amount:
With
respect to any Offered Certificate (other than the Class I-AIO and Class
II-AIO
Certificates) and any Distribution Date, the initial Certificate Principal
Amount thereof on the Closing Date, less the amount of all principal
distributions previously distributed with respect to such Certificate prior
to
such Distribution Date, and, (i) in the case of the Group 1 Certificates,
as
reduced by any Pool 1 Applied Loss Amount previously allocated thereto and
(ii)
in the case of the Group 2 Certificates, as reduced by any Pool 2 Applied
Loss
Amount previously allocated thereto; provided,
however,
that on
each Distribution Date on which a related Subsequent Recovery is distributed,
the Certificate Principal Amount of any Group 1 Certificate whose Certificate
Principal Amount has previously been reduced by application of Pool 1 Applied
Loss Amounts and the Certificate Principal Amount of any Group 2 Certificate
whose Certificate Principal Amount has previously been reduced by application
of
Pool 2 Applied Loss Amounts, as applicable, will be increased, in order of
seniority, by an amount (to be applied pro
rata
to all
Certificates of such Class) equal to the lesser of (1) any Deferred Amount
for
each such Class immediately prior to such date and (2) in the case of holders
of
the Group 1 Certificates and Group 2 Certificates, the total amount of any
Subsequent Recovery from the related Mortgage Pool distributed on such
Distribution Date after application (for this purpose) to any more senior
Classes of such Certificates; and provided,
further,
that to
the extent that any Applied Loss Amount was reimbursed under the Certificate
Insurance Policy, any Subsequent Recovery otherwise payable on the Insured
Certificates shall instead be payable to the Certificate Insurer. The Class
I-X,
Class II-X, Class I-R and Class II-R Certificates are issued without Certificate
Principal Amounts. The Class I-P Certificates are issued with an initial
Class
I-P Principal Amount of $100.00 and the Class II-P Certificates are issued
with
an initial Class II-P Principal Amount of $100.00.
Certificate
Register
and
Certificate
Registrar:
The
register maintained and the registrar appointed pursuant to Section
3.02.
Certificateholder:
The
meaning provided in the definition of “Holder.”
Certifying
Party:
As
defined in Section 6.20(e)(iii).
Class:
All Certificates and, in the case of each of Lower-Tier REMIC I, Middle-Tier
REMIC IA, Middle-Tier REMIC IB, Middle-Tier REMIC II, and Lower-Tier REMIC
II,
all Lower Tier Interests bearing the same Class designation.
Class
I-CX Excess Cap Amount:
As
defined in Section 5.06(b).
32
Class
I-LT-R Certificates:
Each
Class I-LT-R Certificate executed by the Trustee, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed
hereto
as Exhibit A and evidencing the residual interest in Pooling REMIC
I.
Class
I-P Certificate:
An
interest in Upper-Tier REMIC I, as described in footnote (31) to the table
entitled “The Certificates” in the Preliminary Statement, which interest shall
be evidenced by the rights of the holders of the Class I-P Certificates to
receive Prepayment Premiums with respect to Pool 1 Mortgage Loans.
Class
I-P Principal Amount:
As of
the Closing Date, $100.00.
Class
I-R Certificate:
The
Class I-R Certificate executed by the Trustee, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit A and evidencing the ownership of the sole class of residual interest
in
Upper-Tier REMIC I as well as ownership of the Class LT1-R Interest, the
Class
MTIA-R Interest and the Class MTIB-R Interest.
Class
I-X Distributable Amount:
On any
Distribution Date, the amount of interest that has accrued on the notional
balance of the Class I-X Certificates (as described in the Preliminary Statement
in footnote (33) under the caption “The Certificates,” but that has not been
distributed prior to such date. In addition, such amount shall include the
Class
I-XS Component Principal Amount to the extent such amount has not been
distributed on an earlier Distribution Date as part of the Pool 1
Overcollateralization Release Amount.
Class
I-X Notional Balance:
With
respect to any Distribution Date (and the related Accrual Period) the aggregate
of the Class Principal Amount of the interests in Middle-Tier REMIC IA, as
described in the Preliminary Statement.
Class
I-XS Component Principal Amount:
As of
the Closing Date, $26,851,167.83.
Class
II-CX Excess Cap Amount:
As
defined in Section 5.06(d).
Class
II-LT-R Certificates:
Each
Class II-LT-R Certificate executed by the Trustee, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed
hereto
as Exhibit A and evidencing the residual interest in Pooling REMIC
II.
Class
II-P Certificate:
An
interest in Upper-Tier REMIC II, as described in footnote (32) to the table
entitled “The Certificates” in the Preliminary Statement, which interest shall
be evidenced by the rights of the holders of the Class II-P Certificates
to
receive Prepayment Premiums with respect to Pool 2 Mortgage Loans.
Class
II-P Principal Amount:
As of
the Closing Date, $100.00.
Class
II-R Certificate:
The
Class II-R Certificate executed by the Trustee, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit A and evidencing the ownership of the sole class of residual interest
in
Upper-Tier REMIC II as well as ownership of the Class MT2-R Interest and
Class
LT2-R Interest.
33
Class
II-X Distributable Amount:
On any Distribution Date, the amount of interest that has accrued on the
notional balance of the Class II-X Certificates (as described in the Preliminary
Statement in footnote (39) under the caption “The Certificates,” but that has
not been distributed prior to such date. In addition, such amount shall include
the Class II-XS Component Principal Amount to the extent such amount has
not
been distributed on an earlier Distribution Date as part of the Pool 2
Overcollateralization Release Amount.
Class
II-X Notional Balance:
With respect to any Distribution Date (and the related Accrual Period) the
aggregate of the Class Principal Amount of the interests in Middle-Tier REMIC
II, as described in the Preliminary Statement.
Class
II-XS Component Principal Amount:
As of the Closing Date, $5,401,495.96.
Class
I Shortfalls:
As
defined in Section 10.01(l) hereof. For purposes of clarity, the Class I
Shortfall for any Distribution Date shall equal the amount payable to the
Group
1 Swap Counterparty on such Distribution Date in excess of the amount payable
on
the Class I interest in the Upper Tier REMIC I on such Distribution Date,
all as
further provided in Section 10.01(l) hereof.
Class
Notional Amount:
With
respect to the Class I-AIO Certificates and any Distribution Date on or prior
to
the Distribution Date in April 2012, an amount equal to the sum of the Class
Principal Amounts of the Group 1 Senior Certificates immediately preceding
such
Distribution Date. With respect to the Class I-AIO Certificates and any
Distribution Date after the Distribution Date in April 2012, zero. The initial
Class Notional Amount of the Class I-AIO Certificates is approximately
$657,339,000. With respect to the Class II-AIO Certificates and any Distribution
Date, an amount equal to the sum of the Class Principal Amounts of the Class
II-A1, Class II-A3 and Class II-A4 Certificates immediately preceding such
Distribution Date. The initial Class Notional Amount of the Class II-AIO
Certificates is approximately $156,082,000.
Class
Principal Amount:
With
respect to each Class of Certificates other than the Class I-AIO, Class II-AIO,
Class I-P, Class II-P, Class I-R, Class II-R, Class I-LT-R, Class II-LT-R,
Class
I-X and Class II-X Certificates, the aggregate of the Certificate Principal
Amounts (or related Percentage Interest therein aggregating to 100%) of all
Certificates of such Class at the date of determination. With respect to
the
Class I-P Certificates and Class II-P Certificates, the Class I-P Principal
Amount and Class II-P Principal Amount, respectively. With respect to the
Class
I-R, Class II-R, Class I-LT-R, Class II-LT-R, Class I-X and Class II-X
Certificates, zero.
Clearing
Agency:
An
organization registered as a “clearing agency” pursuant to Section 17A of the
Exchange Act. As of the Closing Date, the Clearing Agency shall be The
Depository Trust Company.
Clearing
Agency Participant:
A
broker, dealer, bank, other financial institution or other Person for whom
from
time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.
Clearstream:
Clearstream Banking, S.A., Luxembourg, and any successor thereto.
34
Closing
Date:
June
29, 2007.
Code:
The
Internal Revenue Code of 1986, as amended, and as it may be further amended
from
time to time, any successor statutes thereto, and applicable U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form.
Collateral
Account:
Either
the Group 1 Collateral Account or the Group 2 Collateral Account, as
applicable.
Collection
Account:
A
separate account established and maintained by the Master Servicer pursuant
to
Section 4.01.
Collection
Period:
With
respect to any Distribution Date, the period commencing on the second day
of the
month immediately preceding the month in which such Distribution Date occurs
and
ending on the first day of the month in which such Distribution Date
occurs.
Commission:
The
United States Securities and Exchange Commission.
Commitment
Letter:
The
Commitment Letter dated as of June 29, 2007 between the Depositor and the
Certificate Insurer.
Compensating
Interest Payment:
With respect to any Distribution Date and prepayments in full or in part,
an
amount equal to the aggregate amount of any Prepayment Interest Shortfalls
required to be paid by the Servicers with respect to such Distribution Date.
The
Master Servicer (solely in its capacity as master servicer) shall not be
responsible for making any Compensating Interest Payment.
Component:
The
Class I-X Certificate shall be issued in three non-severable Components:
the
I-XS Component, the I-CX Component and the I-SX Component. The I-XS Component,
I-CX Component and I-SX Component shall not be issued with either a Certificate
Interest Rate or a balance but shall evidence the right to receive distributions
pursuant to Sections 5.02(j)(iv)(C) and (j)(vii), Section 5.02(h)(ix) and
Section 5.02(i)(xii), respectively. The Class II-X Certificate shall be issued
in two non-severable Components: the II-XS Component and the II-CX Component.
The II-XS Component and II-CX Component shall not be issued with either a
Certificate Interest Rate or a balance but shall evidence the right to receive
distributions pursuant to Section 5.02(k)(vii) and Section 5.02(k)(iv)(C),
respectively.
Conventional
Loan:
A
Mortgage Loan that is not insured by the United States Federal Housing
Administration or guaranteed by the United States Department of Veterans
Affairs.
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.
35
Cooperative
Loan Documents:
As to
any Cooperative Loan, (i) the Cooperative Shares, together with a stock power
in
blank; (ii) the original executed Security Agreement and the assignment of
the
Security Agreement endorsed in blank; (iii) the original executed Proprietary
Lease and the assignment of the Proprietary Lease endorsed in blank; (iv)
the
original executed Recognition Agreement and the assignment of the Recognition
Agreement (or a blanket assignment of all Recognition Agreements) endorsed
in
blank; (v) the executed UCC-1 financing statement with evidence of recording
thereon, which has been filed in all places required to perfect the security
interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed
UCC-3 financing statements (or copies thereof) or other appropriate UCC
financing statements required by state law, evidencing a complete and unbroken
line from the mortgagee to the Trustee with evidence of recording thereon
(or in
a form suitable for recordation).
Cooperative
Property:
The
real property and improvements owned by the Cooperative Corporation, that
includes the allocation of individual dwelling units to the holders of the
Cooperative Shares of the Cooperative Corporation.
Cooperative
Shares:
Shares
issued by a Cooperative Corporation.
Cooperative
Unit:
A
single-family dwelling located in a Cooperative Property.
Corporate
Trust Office:
The
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 execution of this Agreement shall be in the case of Certificate
transfers and for purposes of presentment and surrender of the Certificates
for
final distribution thereon, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx, 00000, Attention: Global Securities and Trust Services - LXS 2007-10H
or any such other address as the Trustee may designate from time to time
by
notice to the Certificateholders, the Depositor and the Master
Servicer.
Corresponding
Class:
The
Class of Certificates that corresponds to a class of interests in Middle-Tier
REMIC IA, Middle-Tier REMIC IB or Middle-Tier REMIC II, as applicable, and
as
described in the Preliminary Statement.
Credit
Support Annex:
Each
credit support annex, if any, to the Group 1 Swap Agreement, the Group 1
Cap
Agreement, the Balance Guaranteed Cap Agreement or the Group 2 Cap Agreement,
each dated as of June 29, 2007, and each between either the Supplemental
Interest Trust or the Trustee on behalf of the Trust Fund and the Group 1
Swap
Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap
Counterparty or the Group 2 Cap Counterparty, as applicable.
Current
Interest:
With
respect to any Offered Certificate and any Distribution Date, the aggregate
amount of interest accrued at the applicable Certificate Interest Rate during
the related Accrual Period on the Class Principal Amount (or Class Notional
Amount) thereof immediately prior to such Distribution Date.
Custodial
Account:
Any
custodial account (other than an Escrow Account) established and maintained
by a
Servicer pursuant to a Servicing Agreement.
36
Custodial
Agreement:
Each
custodial agreement identified on Exhibit K hereto, and any custodial agreement
subsequently executed by the Trustee and acknowledged by the Master Servicer
substantially in the form thereof.
Custodian:
Each
custodian appointed by the Trustee pursuant to a Custodial Agreement and
any
successor thereto. The initial Custodians are Deutsche Bank National Trust
Company, LaSalle Bank National Association and U.S. Bank National
Association.
Cut-off
Date:
June 1,
2007.
Cut-off
Date Balance:
With
respect to the Mortgage Loans in the Trust Fund on the Closing Date, the
aggregate Scheduled Principal Balance of such Mortgage Loans as of the Cut-off
Date.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction of the Scheduled Payment that the
related Mortgagor is obligated to pay on any Due Date as a result of, or
in
connection with, any proceeding under Bankruptcy law or any similar
proceeding.
Defaulting
Party:
As
defined in the Group 1 Swap Agreement.
Deferred
Amount:
With
respect to any Distribution Date and each Group 1 Certificate, the aggregate
Pool 1 Applied Loss Amounts previously applied in reduction of the Certificate
Principal Amount thereof, less (i) any amounts previously reimbursed in respect
thereof and (ii) the amount by which the Certificate Principal Amount of
such
Group 1 Certificate has been increased due to any Subsequent Recovery;
provided,
however,
that
any Applied Loss Amount allocated to any Insured Certificates will not be
considered a Deferred Amount to the extent such amounts are paid by the
Certificate Insurer as part of an Insured Distribution. With respect to any
Distribution Date and each Group 2 Certificate, the aggregate Pool 2 Applied
Loss Amounts previously applied in reduction of the Certificate Principal
Amount
thereof, less (i) any amounts previously reimbursed in respect thereof and
(ii)
the amount by which the Certificate Principal Amount of such Group 2 Certificate
has been increased due to any Subsequent Recovery.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, which valuation results from a proceeding
under Bankruptcy law or any similar proceeding.
Definitive
Certificate:
A
Certificate of any Class issued in definitive, fully registered, certificated
form.
Deleted
Mortgage Loan:
A
Mortgage Loan that is repurchased from the Trust Fund pursuant to the terms
hereof or as to which one or more Qualifying Substitute Mortgage Loans are
substituted therefor.
Delinquent:
For
reporting purposes, a Mortgage Loan is considered “delinquent” when any payment
contractually due thereon has not been made by the close of business on the
Due
Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
not been received by the close of business on the corresponding day of the
month
immediately succeeding the month in which such payment was first due, or,
if
there is no such corresponding day (e.g.,
as
when a
30-day month follows a 31-day month in which a payment was due on the 31st
day
of such month), then on the last day of such immediately succeeding month.
Similarly for “60 days Delinquent” and the second immediately succeeding month
and “90 days Delinquent” and the third immediately succeeding
month.
37
Depositor:
Structured Asset Securities Corporation, a Delaware corporation, having its
principal place of business in New York, or its successors in
interest.
Determination
Date:
With
respect to each Distribution Date, the 18th day of the month in which such
Distribution Date occurs, or, if such 18th day is not a Business Day, the
next
succeeding Business Day.
Direct
Obligations:
Direct
obligations of, and obligations fully guaranteed as to timely payment of
principal and interest by, the United States of America or any agency or
instrumentality of the United States of America the obligations of which
are
backed by the full faith and credit of the United States of
America.
Disqualified
Organization:
A
“disqualified organization” as defined in Section 860E(e)(5) of the
Code.
Distressed
Mortgage Loan:
Any
Mortgage Loan that at the date of determination is Delinquent in payment
for a
period of 90 days or more without giving effect to any grace period permitted
by
the related Mortgage Note or for which the applicable Servicer on behalf
of the
Trustee has accepted a deed in lieu of foreclosure.
Distribution
Date:
The
25th day of each month or, if such 25th day is not a Business Day, the next
succeeding Business Day, commencing in July 2007.
Distribution
Date Statement:
As
defined in Section 4.03(a) hereof.
Due
Date:
With
respect to any Mortgage Loan, the date on which a Scheduled Payment is due
under
the related Mortgage Note.
Due
for Payment:
With
respect to an Insured Amount, the Distribution Date on which Insured Amounts
are
due and payable pursuant to the terms of the Trust Agreement; with respect
to a
Preference Amount, the Business Day on which the documentation required by
the
Certificate Insurer has been received by the Certificate Insurer.
Eligible
Account:
Either
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company which have been rated by each Rating
Agency in one of its two highest long-term and its highest short-term rating
categories, respectively, at the time any amounts are held on deposit therein,
provided, that following a downgrade, withdrawal, or suspension of such
institution’s rating below such ratings set forth above, each account shall
promptly (and in any case within not more than 30 calendar days) be moved
to an
Eligible Account or to one or more segregated trust accounts in the trust
department of such institution which has the required ratings, or (ii) a
segregated trust account or accounts (which shall be a “special deposit
account”) maintained with the Trustee or any other federal or state chartered
depository institution or trust company, acting in its fiduciary capacity,
in a
manner acceptable to the Trustee and the Rating Agencies. Eligible Accounts
may
bear interest.
38
Eligible
Investments:
Any one
or more of the following obligations or securities:
(i)
Direct
Obligations;
(ii)
federal
funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or any agent of
the
Trustee, acting in its respective commercial capacity) incorporated or organized
under the laws of the United States of America or any state thereof and subject
to supervision and examination by federal or state banking authorities, so
long
as at the time of investment or the contractual commitment providing for
such
investment the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short-term debt or deposit obligations
of
such holding company or deposit institution, as the case may be) have been
rated
by each Rating Agency in its highest short-term rating category or one of
its
two highest long-term rating categories;
(iii)
repurchase
agreements collateralized by Direct Obligations or securities guaranteed
by
Xxxxxx Xxx, Xxxxxx Xxx or Xxxxxxx Mac with any registered broker/dealer subject
to Securities Investors’ Protection Corporation jurisdiction or any commercial
bank insured by the FDIC, if such broker/dealer or bank has an uninsured,
unsecured and unguaranteed obligation rated by each Rating Agency in its
highest
short-term rating category;
(iv)
securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
have a
credit rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least equal to one
of
the two highest long-term credit rating categories of each Rating Agency;
provided,
however,
that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investment therein will cause the then outstanding principal
amount of securities issued by such corporation and held as part of the Trust
Fund to exceed 20% of the sum of the Aggregate Loan Balance and the aggregate
principal amount of all Eligible Investments in the Certificate Account;
provided,
further,
that
such securities will not be Eligible Investments if they are published as
being
under review with negative implications from any Rating Agency;
(v)
commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 180 days after the date of issuance thereof) rated by each Rating Agency
in
its highest short-term rating category;
(vi)
a
Qualified GIC;
39
(vii)
certificates
or receipts representing direct ownership interests in future interest or
principal payments on obligations of the United States of America or its
agencies or instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in safekeeping
on behalf of the holders of such receipts; and
(viii)
any
other
demand, money market, common trust fund or time deposit or obligation, or
interest bearing or other security or investment (including those managed
or
advised by the Trustee or any Affiliate thereof), (A) rated in the highest
rating category by each Rating Agency or (B) that would not adversely affect
the
then current rating assigned by each Rating Agency of any of the Certificates
or
the related NIM Securities and has a short term rating of at least “A-1” or its
equivalent by each Rating Agency. Such investments in this subsection (viii)
may
include money market mutual funds or common trust funds, including any fund
for
which LaSalle Bank National Association, in its capacity other than as Trustee,
the Trustee, the Master Servicer, any NIMS Insurer or an Affiliate thereof
serves as an investment advisor, administrator, shareholder, servicing agent,
and/or custodian or subcustodian, notwithstanding that (x) LaSalle Bank National
Association, the Trustee, the Master Servicer, any NIMS Insurer or any Affiliate
thereof charges and collects fees and expenses from such funds for services
rendered, (y) LaSalle Bank National Association, the Trustee, the Master
Servicer, any NIMS Insurer or any Affiliate thereof charges and collects
fees
and expenses for services rendered pursuant to this Agreement, and (z) services
performed for such funds and pursuant to this Agreement may converge at any
time. LaSalle Bank National Association or an Affiliate thereof is hereby
authorized to charge and collect from the Trustee such fees as are collected
from all investors in such funds for services rendered to such funds (but
not to
exceed investment earnings thereon);
provided,
however,
that no
such instrument shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of such underlying
obligations, provided that any such investment will be a “permitted investment”
within the meaning of Section 860G(a)(5) of the Code.
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:
Any
Class I-P, Class II-P, Class I-R, Class II-R, Class I-LT-R, Class II-LT-R,
Class
I-X and Class II-X Certificate and any Certificate with a rating below the
lowest applicable rating permitted under the Underwriter’s
Exemption.
ERISA-Restricted
Trust Certificate:
Any
Group 1 Senior Certificate.
Errors
and Omission Insurance Policy:
The
errors or omission insurance policy required to be obtained by each Servicer
satisfying the requirements of the related Servicing Agreement.
40
Escrow
Account:
Any
account established and maintained by each Servicer pursuant to the related
Servicing Agreement.
Euroclear:
Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
Event
of Default:
Any one
of the conditions or circumstances enumerated in Section 6.14(a).
Exchange
Act:
The
Securities and Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
Exchange
Act Signing Party:
Either
the Depositor or the Master Servicer, to be determined by mutual agreement
between such parties.
Excluded
Trust Assets:
As
described in the Preliminary Statement.
Xxxxxx
Xxx:
Xxxxxx
Xxx, f/k/a the Federal National Mortgage Association, a federally chartered
and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
FDIC:
The
Federal Deposit Insurance Corporation or any successor thereto.
Fidelity
Bond:
The
fidelity bond required to be obtained by each Servicer satisfying the
requirements of the related Servicing Agreement.
Final
Scheduled Distribution Date:
With
respect to each Class of Group 1 Certificates (other than the Class I-AIO
Certificates), the Distribution Date in July 2037. With respect to the Class
I-AIO Certificates, the Distribution Date in April 2012. With respect to
each
Class of Group 2 Certificates, the Distribution Date in July 2037.
Financial
Intermediary:
A
broker, dealer, bank or other financial institution or other Person that
clears
through or maintains a custodial relationship with a Clearing Agency
Participant.
First
Payment Default Mortgage Loan:
Any
Mortgage Loan originated by Xxxxxx Brothers Bank, FSB specified in Section
1.04(e) of the Mortgage Loan Sale Agreement and listed on Schedule B hereto
in
respect of which the related Mortgagor does not make the first or second
payment
due to the Seller within the time frame required under such
section.
Form
10-K Certification:
The
certification required pursuant to Rule 13a-14 under the Exchange
Act.
FPD
Premium:
With
respect to any First Payment Default Mortgage Loan or purchased by the Seller
from Xxxxxx Brothers Bank, FSB, the excess, if any of the FPD Purchase Price
over the Purchase Price for such Mortgage Loan.
FPD
Purchase Price:
With
respect to any First Payment Default Mortgage Loan, an amount equal to the
sum
of (a) the greater of (i) 100% of the unpaid principal balance of such Mortgage
Loan and (ii) the price at which such Mortgage Loan was originally purchased
by
the Seller as set forth on Schedule B, and (b) accrued interest thereon at
the
applicable Mortgage Rate from the date interest was last paid to (but not
including) the Due Date in the Collection Period immediately preceding the
related Distribution Date.
41
Xxxxxxx
Mac:
Xxxxxxx
Mac, f/k/a the Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III
of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Xxxxxx
Mae:
Xxxxxx
Xxx, f/k/a the Government National Mortgage Association, a wholly owned
corporate instrumentality of the United States within HUD.
Global
Securities:
The
global certificates representing the Book-Entry Certificates.
Group
1 Cap Account:
The
account created pursuant to Section 5.07(b).
Group
1 Cap Agreement:
The
interest rate cap agreement dated as of June 29, 2007, entered into between
the
Trustee on behalf of the Supplemental Interest Trust (for the benefit of
Certificateholders of the Group 1 Senior Certificates) and the Group 1 Cap
Counterparty, which agreement provides for the monthly payment specified
therein, to the Supplemental Interest Trust for deposit into the Group 1
Cap
Account (for the benefit of Certificateholders of the Group 1
Senior Certificates)
commencing with the Distribution Date in August 2008 and terminating in (but
including the Distribution Date in) June 2012, by the Group 1 Cap Counterparty,
but subject to the conditions set forth therein, including the 1992 ISDA
Master
Swap Agreement (Multi-Currency Cross Border), together with the confirmations,
Credit Support Annex, schedules or other agreements relating thereto, in
the
form of Exhibit N-2 hereto.
Group
1 Cap Amount:
With
respect to each Distribution Date, the amount if any Group 1 Cap Payment
deposited into the Group 1 Cap Account and any investment earnings
thereon.
Group
1 Cap Counterparty:
ABN
AMRO Bank N.V., or any successor thereto.
Group
1 Cap Payment:
With
respect to each Distribution Date, any payment required to be made by the
Cap
Counterparty to the Supplemental Interest Trust pursuant to the terms of
the
Group 1 Cap Agreement.
Group
1 Cap Replacement Receipts:
As
defined in Section 5.09(b).
Group
1 Cap Replacement Receipts Account:
As
defined in Section 5.09(b).
Group
1 Cap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group 1 Cap
Agreement, the payment required to be made by the Cap Counterparty to the
Supplemental Interest Trust pursuant to the terms of the Group 1 Cap Agreement,
and any unpaid amounts due on previous Cap Payment Dates and accrued interest
thereon as provided in the Group 1 Cap Agreement, as calculated by the Cap
Counterparty and furnished to the Trustee.
42
Group
1 Cap Termination Receipts:
As
defined in Section 5.09(b).
Group
1 Cap Termination Receipts Account:
As
defined in Section 5.09(b).
Group
1 Certificates:
Collectively, the Group 1 Senior Certificates and the Group 1 Subordinate
Certificates.
Group
1 Collateral Account:
The
account maintained by the Trustee in accordance with the provisions of Section
5.07(c).
Group
1 NIM Redemption Amount:
As
defined in Section 7.01(b).
Group
1 NIM Securities:
Any net
interest margin notes (other than any related NIM Residual Securities) issued
by
a trust or other special purpose entity, the principal assets of such trust
or
other special purpose entity are Certificates related to the Mortgage Loans
in
Pool 1 and Pool 2, which principal assets back such notes.
Group
1 Senior Certificates:
Collectively, the Class I-A1-1, Class I-A1-2, Class I-A2, Class I-A3, Class
I-A4-1 and Class I-A4-2 Certificates.
Group
1 Senior Priority:
The
priority of distributions on the Group 1 Senior Certificates described in
Section 5.02(d)(i)(B).
Group
1 Subordinate Certificates:
Collectively, the Class I-M1, Class I-M2, Class I-M3, Class I-M4, Class I-M5,
Class I-M6, Class I-M7, Class I-M8 and Class I-M9 Certificates.
Group
1 Subordinate Priority:
With
respect to distributions of interest and principal, to the Class I-M1, Class
I-M2, Class I-M3, Class I-M4, Class I-M5, Class I-M6, Class I-M7,
Class I-M8 and Class I-M9 Certificates, sequentially, in that
order.
Group
1 Swap Account:
The
account created pursuant to Section 5.07(a) of this Agreement.
Group
1 Swap Agreement:
The
interest rate swap agreement dated as of June 29, 2007 entered into between
the
Trustee on behalf of the Supplemental Interest Trust (for the benefit of
the
Holders of the Group 1 Senior Certificates and the Group 1 Swap Counterparty,
which agreement provides for, among other things, a Net Swap Payment to be
paid
pursuant to the conditions provided therein, commencing with the Distribution
Date in August 2007 and terminating in (but including the Distribution Date
in)
June 2012, but subject to the conditions set forth therein, including the
1992
ISDA Master Swap Agreement (Multi-Currency Cross Border), together with any
schedules, confirmations, Credit Support Annex or other agreements relating
thereto, attached hereto as Exhibit N-1.
Group
1 Swap Amount:
With
respect to each Distribution Date and the related Swap Payment Date, the
sum of
any Net Swap Payment and any Swap Termination Payment deposited into the
Group 1
Swap Account.
43
Group
1 Swap Counterparty:
The
counterparty to the Supplemental Interest Trust under the Group 1 Swap
Agreement, and any successor in interest or assigns. Initially, the Swap
Counterparty shall be ABN
AMRO Bank N.V.
Group
1 Swap Counterparty Trigger Event:
A Group
1 Swap Counterparty Trigger Event shall have occurred if any of a Swap Default
with respect to which the Group 1 Swap Counterparty is a Defaulting Party,
a
Termination Event (other than a Termination Event of Illegality or Tax Event)
with respect to which the Group 1 Swap Counterparty is the sole Affected
Party
or an Additional Termination Event with respect to which the Group 1 Swap
Counterparty is the sole Affected Party has occurred.
Group
1 Swap Replacement Receipts:
As
defined in Section 5.09(a).
Group
1 Swap Replacement Receipts Account:
As
defined in Section 5.09(a).
Group
1 Swap Termination Receipts:
As
defined in Section 5.09(a).
Group
1 Swap Termination Receipts Account:
As
defined in Section 5.09(a).
Group
2 Cap Agreement:
The
interest rate cap agreement dated as of June 29, 2007, entered into between
the
Trustee for the benefit of the Class II-A3 and Class II-A4 Certificates and
the
Group 2 Cap Counterparty, which agreement provides for the monthly payment
specified therein for deposit into the Pool 2 Basis Risk Reserve Fund (for
the
benefit of the Class II-A3 and Class II-A4 Certificates) commencing with
the
Distribution Date in August 2007 and terminating in (but including the
Distribution Date in) June 2015, by the Group 2 Cap Counterparty, but subject
to
the conditions set forth therein, including the 1992 ISDA Master Swap Agreement
(Multi-Currency Cross Border), together with any schedules, confirmations,
Credit Support Annex or other agreements relating thereto, attached hereto
as
Exhibit N-4.
Group
2 Cap Counterparty:
Xxxxxx
Brothers Special Financing Inc., or any successor thereto.
Group
2 Cap Replacement Receipts:
As
defined in Section 5.09(d).
Group
2 Cap Replacement Receipts Account:
As
defined in Section 5.09(d).
Group
2 Cap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group 2 Cap
Agreement, the payment required to be made by the Group 2 Cap Counterparty
to
the Trust Fund pursuant to the terms of the Group 2 Cap Agreement, and any
unpaid amounts due from prior payment dates and accrued interest thereon
as
provided in the Group 2 Cap Agreement, as calculated by the Group 2 Cap
Counterparty and furnished to the Trustee.
Group
2 Cap Termination Receipts Account:
As
defined in Section 5.09(d).
Group
2 Certificates:
Collectively, the Group 2 Senior Certificates and the Group 2 Subordinate
Certificates.
44
Group
2 NIM Redemption Amount:
As
defined in Section 7.01(c).
Group
2 NIM Securities:
Any net
interest margin notes (other than any related NIM Residual Securities) issued
by
a trust or other special purpose entity, the principal assets of such trust
or
other special purpose entity are Certificates related to the Mortgage Loans
in
Pool 2, which principal assets back such notes.
Group
2 Senior Certificates:
The
Class II-A1, Class II-A2, Class II-A3 and Class II-A4 Certificates.
Group
2 Senior Priority:
The
priority of distributions on the Group 2 Senior Certificates described in
Section 5.02(e)(i)(A).
Group
2 Subordinate Certificates:
Collectively, the Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class
II-M5, Class II-M6, Class II-M7, Class II-M8 and Class II-M9
Certificates.
Group
2 Subordinate Priority:
To the
Class II-M1, Class II-M2, Class II-M3, Class II-M4, Class II-M5, Class II-M6,
Class II-M7, Class II-M8 and Class II-M9 Certificates, sequentially, in that
order.
Holder
or
Certificateholder:
The
registered owner of any Certificate as recorded on the books of the Certificate
Registrar except that, solely for the purposes of taking any action or giving
any consent pursuant to this Agreement, any Certificate registered in the
name
of the Depositor, the Trustee, the Master Servicer, any Servicer, the Group
1
Swap Counterparty, the Group 1 Cap Counterparty, the Balance Guaranteed Cap
Counterparty, the Group 2 Cap Counterparty or any Affiliate thereof shall
be
deemed not to be outstanding in determining whether the requisite percentage
necessary to effect any such consent has been obtained, except that, in
determining whether the Trustee shall be protected in relying upon any such
consent, only Certificates which a Responsible Officer of the Trustee knows
to
be so owned shall be disregarded. The Trustee and any NIMS Insurer may request
and conclusively rely on certifications by the Depositor, the Master Servicer,
the Group 1 Swap Counterparty, the Group 1 Cap Counterparty, the Balance
Guaranteed Cap Counterparty, the Group 2 Cap Counterparty or the applicable
Servicer, in determining whether any Certificates are registered to an Affiliate
of the Depositor, the Master Servicer, the Group 1 Swap Counterparty, the
Group
1 Cap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2
Cap
Counterparty or any Servicer, respectively. After a Section 7.01(d) Purchase
Event, except in the case of the Class I-LT-R and Class II-LT-R Certificates,
Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.09, 5.02(b) through (k) and 11.03(a)
and (b) herein, all references in this Agreement to “Holder” or
“Certificateholder” shall be deemed to be references to the LTURI-holder, as
recorded on the books of the Certificate Registrar, as holder of the Pooling
REMIC I Regular Interests (in the case of a Section 7.01(d) Purchase Event
with
respect to the Pooling REMIC I Regular Interests) and the Pooling REMIC II
Regular Interests (in the case of a Section 7.01(d) Purchase Event with respect
to the Pooling REMIC II Regular Interests).
HUD:
The
United States Department of Housing and Urban Development, or any successor
thereto.
45
I-M1
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, after giving effect
to distributions on such Distribution Date, and (ii) the Class Principal
Amount
of the Class I-M1 Certificates immediately prior to such Distribution Date
exceeds (y) the I-M1 Target Amount.
I-M1
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (1) approximately 77.70% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
I-M2
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Amount of the Group 1 Senior Certificates and the
Class I-M1 Certificates, in each case after giving effect to distributions
on
such Distribution Date, and (ii) the Class Principal Amount of the Class
I-M2 Certificates immediately prior to such Distribution Date exceeds
(y) the I-M2 Target Amount.
I-M2
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 81.10% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool 1
for such Distribution Date determined as of the last day of the related
Collection Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
I-M3
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class I-M1
Certificates and Class I-M2 Certificates, in each case after giving effect
to
distributions on such Distribution Date, and (ii) the Class Principal Amount
of
the Class I-M3 Certificates immediately prior to such Distribution Date exceeds
(y) the I-M3 Target Amount.
I-M3
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 83.20% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
46
I-M4
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class I-M1
Certificates, Class I-M2 Certificates and Class I-M3 Certificates, in each
case
after giving effect to distributions on such Distribution Date, and (ii)
the
Class Principal Amount of the Class I-M4 Certificates immediately prior to
such
Distribution Date exceeds (y) the I-M4 Target Amount.
I-M4
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 85.10% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
I-M5
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class I-M1
Certificates, Class I-M2 Certificates, Class I-M3 Certificates and Class
I-M4
Certificates, in each case after giving effect to distributions on such
Distribution Date, and (ii) the Class Principal Amount of the Class I-M5
Certificates immediately prior to such Distribution Date exceeds (y) the
I-M5
Target Amount.
I-M5
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 87.10% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
I-M6
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class I-M1
Certificates, Class I-M2 Certificates, Class I-M3 Certificates, Class I-M4
Certificates and Class I-M5 Certificates, in each case after giving effect
to
distributions on such Distribution Date, and (ii) the Class Principal Amount
of
the Class I-M6 Certificates immediately prior to such Distribution Date exceeds
(y) the I-M6 Target Amount.
I-M6
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 88.70% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
47
I-M7
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class I-M1
Certificates, Class I-M2 Certificates, Class I-M3 Certificates, Class I-M4
Certificates, Class I-M5 Certificates and Class I-M6 Certificates, in each
case
after giving effect to distributions on such Distribution Date, and (ii)
the
Class Principal Amount of the Class I-M7 Certificates immediately prior to
such
Distribution Date exceeds (y) the I-M7 Target Amount.
I-M7
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 90.40% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
I-M8
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class I-M1
Certificates, Class I-M2 Certificates, Class I-M3 Certificates, Class I-M4
Certificates, Class I-M5 Certificate, Class I-M6 Certificates and Class I-M7
Certificates, in each case after giving effect to distributions on such
Distribution Date, and (ii) the Class Principal Amount of the Class I-M8
Certificates immediately prior to such Distribution Date exceeds (y) the
I-M8
Target Amount.
I-M8
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 91.70% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
I-M9
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 1 Stepdown Date and
as
long as a Pool 1 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 1 Senior Certificates, Class I-M1
Certificates, Class I-M2 Certificates, Class I-M3 Certificates, Class I-M4
Certificates, Class I-M5 Certificate, Class I-M6 Certificates, Class I-M7
Certificates and Class I-M8 Certificates, in each case after giving effect
to
distributions on such Distribution Date, and (ii) the Class Principal Amount
of
the Class I-M9 Certificates immediately prior to such Distribution Date exceeds
(y) the I-M8 Target Amount.
48
I-M9
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 93.00% and (2) the Pool Balance of Pool 1 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
1 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 1 Overcollateralization Floor.
II-M1
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, after giving effect
to distributions on such Distribution Date, and (ii) the Class Principal
Amount
of the Class II-M1 Certificates immediately prior to such Distribution Date
exceeds (y) the II-M1 Target Amount.
II-M1
Target Amount:
With
respect to any Distribution Date, an amount equal to the lesser of (a) the
product of (1) approximately 70.20% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M2
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates and the Class II-M1
Certificates, in each case after giving effect to distributions on such
Distribution Date, and (ii) the Class Principal Amount of the Class II-M2
Certificates immediately prior to such Distribution Date exceeds (y) the
II-M2
Target Amount.
II-M2
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 74.40% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M3
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
Certificates and Class II-M2 Certificates, in each case after giving effect
to
distributions on such Distribution Date, and (ii) the Class Principal Amount
of
the Class II-M3 Certificates immediately prior to such Distribution Date
exceeds
(y) the II-M3 Target Amount.
49
II-M3
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 76.90% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment
Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M4
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
Certificates, Class II-M2 Certificates and Class II-M3 Certificates, in each
case after giving effect to distributions on such Distribution Date, and
(ii)
the Class Principal Amount of the Class II-M4 Certificates immediately prior
to
such Distribution Date exceeds (y) the II-M4 Target Amount.
II-M4
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 83.70% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M5
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
Certificates, Class II-M2 Certificates, Class II-M3 Certificates and Class
II-M4
Certificates, in each case after giving effect to distributions on such
Distribution Date, and (ii) the Class Principal Amount of the Class II-M5
Certificates immediately prior to such Distribution Date exceeds (y) the
II-M5
Target Amount.
II-M5
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 85.40% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M6
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
Certificates and Class II-M5 Certificates, in each case after giving effect
to
distributions on such Distribution Date, and (ii) the Class Principal Amount
of
the Class II-M6 Certificates immediately prior to such Distribution Date
exceeds
(y) the II-M6 Target Amount.
50
II-M6
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 89.40% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M7
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
Certificates, Class II-M5 Certificates and Class II-M6 Certificates, in each
case after giving effect to distributions on such Distribution Date, and
(ii)
the Class Principal Amount of the Class II-M7 Certificates immediately prior
to
such Distribution Date exceeds (y) the II-M7 Target Amount.
II-M7
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 90.70% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M8
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
Certificates, Class II-M5 Certificates, Class II-M6 Certificates and Class
II-M7
Certificates, in each case after giving effect to distributions on such
Distribution Date, and (ii) the Class Principal Amount of the Class II-M8
Certificates immediately prior to such Distribution Date exceeds (y) the
II-M8
Target Amount.
II-M8
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 93.70% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
II-M9
Principal Distribution Amount:
With
respect to any Distribution Date on or after the Pool 2 Stepdown Date and
as
long as a Pool 2 Trigger Event is not in effect with respect to such
Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Amount of the Group 2 Senior Certificates, Class II-M1
Certificates, Class II-M2 Certificates, Class II-M3 Certificates, Class II-M4
Certificates, Class II-M5 Certificates, Class II-M6 Certificates, Class II-M7
Certificates and Class II-M8 Certificates, in each case after giving effect
to
distributions on such Distribution Date, and (ii) the Class Principal Amount
of
the Class II-M9 Certificates immediately prior to such Distribution Date
exceeds
(y) the II-M9 Target Amount.
51
II-M9
Target Amount:
With
respect to any Distribution Date an amount equal to the lesser of (a) the
product of (1) approximately 95.20% and (2) the Pool Balance of Pool 2 for
such
Distribution Date determined as of the last day of the related Collection
Period
(after giving effect to any prepayments received during the related Prepayment
Period) and (b) the amount, if any, by which (1) the Pool Balance of Pool
2 for
such Distribution Date determined as of the last day of the related Collection
Period (after
giving effect to any prepayments received during the related Prepayment Period)
exceeds
(2) the Pool 2 Overcollateralization Floor.
Independent:
When
used with respect to any Accountants, a Person who is “independent” within the
meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with
respect to any other Person, a Person who (a) is in fact independent of another
specified Person and any Affiliate of such other Person, (b) does not have
any
material direct financial interest in such other Person or any Affiliate
of such
other Person, (c) is not connected with such other Person or any Affiliate
of
such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions and (d) is not a
member
of the immediate family of a Person defined in clause (b) or (c)
above.
Initial
LIBOR Rate:
5.320%
per annum.
Insurance
Fee Rate:
With
respect to each Mortgage Loan insured under any Bulk PMI Policy or LPMI Policy,
the per annum rate specified in the Mortgage Loan Schedule under the field
“Insurance Fee Rate,” plus any taxes due and payable with respect to any such
insured Mortgage Loan where the related Mortgaged Property is located in
the
states of Kentucky and West Virginia, and beginning on January 1, 2007,
Florida.
Insurance
Policy:
Any
Primary Mortgage Insurance Policy, any standard hazard insurance policy,
flood
insurance policy, earthquake insurance policy or title insurance policy relating
to the Mortgage Loans or the Mortgaged Properties, to be in effect as of
the
Closing Date or thereafter during the term of this Agreement.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy, other than amounts (i) to
cover
expenses incurred by or on behalf of any Servicer or Master Servicer in
connection with procuring such proceeds, (ii) to be applied to restoration
or
repair of the related Mortgaged Property or (iii) required to be paid over
to
the Mortgagor pursuant to law or the related Mortgage Note.
Insured
Amounts:
with
respect to any Distribution Date, the excess, if any of the Insured
Distributions for such Distribution Date over the aggregate amount available
to
be distributed to the Holders of the Insured Certificates on such Distribution
Date in accordance with the priorities set forth in Section 5.02 of this
Agreement.
52
Insured
Certificates:
The
Class I-A1-2 and Class I-A4-1 Certificates.
Insured
Distribution:
With
respect to the Insured Certificates, (a) for any Distribution Date, the sum
of
(i) the Current Interest for the related Class of Certificates for such
Distribution Date, but excluding therefrom any Net Prepayment Interest
Shortfalls and any Relief Act Reductions allocable to the related Class of
Certificates on such Distribution Date, and (ii) the amount of any Pool 1
Applied Loss Amount allocated to the related Class of Certificates on such
Distribution Date, and (b) for the Distribution Date in July 2037, the
Class Principal Amount of the related Class of Certificates to the extent
unpaid
on such Distribution Date (after giving effect to all distributions to be
made
on such date from sources other than the Certificate Insurance
Policy).
Interest-Only
Certificates:
The
Class I-AIO and Class II-AIO Certificates.
Interest
Remittance Amount:
With
respect to each Mortgage Pool and any Distribution Date, an amount equal
to (a)
the sum of (1) all interest collected (other than in connection with Payaheads
and Prepayment Premiums) or advanced in respect of Scheduled Payments on
the
Mortgage Loans in such Mortgage Pool during the related Collection Period
by the
applicable Servicers, the Master Servicer, or the Trustee (solely acting
in its
capacity as successor master servicer), minus
(w) the
PMI Insurance Premiums related to the Mortgage Loans in such Mortgage Pool,
if
applicable, (x) the Servicing Fee with respect to such Mortgage Loans in
such Mortgage Pool and (y) previously unreimbursed Advances and other
amounts due to the Servicers, the Master Servicer or the Trustee (solely
acting
in its capacity as successor master servicer) to the extent allocable to
interest and the allocable portion of previously unreimbursed Servicing Advances
with respect to such Mortgage Loans to the extent allocable to interest,
(2) any
amounts actually paid by the Servicers with respect to any Compensating Interest
Payments with respect to the Mortgage Loans in such Mortgage Pool with respect
to the related Prepayment Period (or in the case of Mortgage Loans serviced
by
Aurora, the relevant Collection Period), (3) the portion of any Purchase
Price
(or FPD Purchase Price (excluding any FPD Premiums) payable with respect
to a
First Payment Default Mortgage Loan, or Substitution Amount paid with respect
the Mortgage Loans in such Mortgage Pool during the related Prepayment Period
(or in the case of Mortgage Loans serviced by Aurora, the relevant Collection
Period) allocable to interest, and (4) all Net Liquidation Proceeds, any
Subsequent Recovery, Insurance Proceeds and any other recoveries collected
with
respect to such Mortgage Loans during the related Prepayment Period (or in
the
case of Mortgage Loans serviced by Aurora, the relevant Collection Period),
to
the extent allocable to interest, for each Mortgage Pool, as reduced by (b)
the
product of (i) the related Pool Percentage for such Distribution Date and
(ii)
any other costs, expenses or liabilities reimbursable to the Trustee, the
Master
Servicer or each Servicer to the extent provided in this Agreement and the
related Servicing Agreement, and each Custodian pursuant to the related
Custodial Agreement; provided,
however,
that in
the case of the Trustee, such reimbursable amounts to the Trustee payable
from
the Interest Remittance Amount and the Principal Remittance Amount may not
exceed $500,000 during any Anniversary Year up to and including the Anniversary
Year in which the Stepdown Date occurs and $200,000 during any Anniversary
Year
thereafter (the “Applicable Maximum Reimbursement Amount”).
In the event that the Trustee incurs reimbursable amounts in excess of the
Applicable Maximum Reimbursement Amount in any Anniversary Year, it may obtain
reimbursement for such amounts in subsequent Anniversary Years, but in no
event
shall more than the Applicable Maximum Reimbursement Amount in aggregate
be
reimbursed to the Trustee per Anniversary Year. Notwithstanding the foregoing,
costs and expenses incurred by the Trustee pursuant to Section 6.14(a) in
connection with any transfer of servicing shall be excluded in determining
the
Applicable Maximum Reimbursement Amount limitation on reimbursable amounts
per
Anniversary Year. For
the
avoidance of doubt, (i) the Interest Remittance Amount available on each
Swap
Payment Date for distributions to the Group 1 Swap Account shall be equal
to the
Interest Remittance Amount on the related Distribution Date for the related
Mortgage Pool and (ii) the Interest Remittance Amount for each Distribution
Date
shall be calculated without regard to any distributions to the Group 1 Swap
Account on the related Swap Payment Date.
53
Intervening
Assignments:
The
original intervening assignments of the Mortgage, notices of transfer or
equivalent instrument.
Item
1122 Responsible Party:
With
respect to the criteria to be addressed under Item 1122 of Regulation AB,
the
attesting party as indicated in the table attached hereto at Exhibit
O.
Late
Payment Rate:
As set
forth in the Certificate Insurance Policy.
Latest
Possible Maturity Date:
The
Distribution Date occurring in July 2067.
LBH:
Xxxxxx
Brothers Holdings Inc., or any successor in interest.
LIBOR:
(a) With respect to the first Accrual Period, the Initial LIBOR Rate.
With respect to each subsequent Accrual Period, a per annum rate determined
on
the LIBOR Determination Date in the following manner by the Trustee on the
basis
of the “Interest Settlement Rate” set by the British Bankers’ Association (the
“BBA”) for one-month United States dollar deposits, as such rates appear on the
Reuters screen “LIBOR01”, as of 11:00 a.m. (London time) on such LIBOR
Determination Date.
(b) If
on
such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
appear on the Reuters screen “LIBOR01” as of 11:00 a.m. (London time), or if the
Reuters screen “LIBOR01” is not available on such date, the Trustee will obtain
such rate from the Bloomberg L.P. page “US0001M.” If any such rate is not
published for such LIBOR Determination Date, LIBOR for such date will be
the
most recently published Interest Settlement Rate. In the event that the BBA
no
longer sets an Interest Settlement Rate, the Trustee will designate an
alternative index that has performed, or that the Trustee expects to perform,