BEAR STEARNS ASSET BACKED SECURITIES I LLC, Depositor, EMC MORTGAGE CORPORATION, Seller and Master Servicer, and LASALLE BANK NATIONAL ASSOCIATION, Trustee POOLING AND SERVICING AGREEMENT Dated as of February 1, 2007 BEAR STEARNS MORTGAGE FUNDING...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
Depositor,
EMC
MORTGAGE CORPORATION,
Seller
and Master Servicer,
and
LASALLE
BANK NATIONAL ASSOCIATION,
Trustee
____________________
POOLING
AND SERVICING AGREEMENT
Dated
as
of February 1, 2007
________________________________________
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL2
MORTGAGE-BACKED
CERTIFICATES, SERIES 2007-SL2
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE OF TRUST FUND
|
Section
2.01
|
Conveyance
of Trust Fund.
|
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the
Seller.
|
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.03
|
Subservicers.
|
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer To Be Held
for
Trustee.
|
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
|
Section
3.10
|
Servicing
Compensation.
|
|
Section
3.11
|
REO
Property.
|
|
Section
3.12
|
Liquidation
Reports.
|
|
Section
3.13
|
Annual
Statement as to Compliance.
|
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.15
|
Books
and Records.
|
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
|
Section
3.18
|
UCC.
|
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
|
Section
3.21
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
|
Section
3.22
|
[Reserved].
|
|
Section
3.23
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A, Class M or Class B
Certificates.
|
|
Section
3.24
|
Advancing
Facility.
|
ARTICLE
IV
ACCOUNTS
|
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
|
|
Section
4.04
|
Distribution
Account.
|
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
ARTICLE
V
DISTRIBUTIONS AND ADVANCES
|
Section
5.01
|
Advances.
|
|
Section
5.02
|
Compensating
Interest Payments.
|
|
Section
5.03
|
REMIC
Distributions.
|
|
Section
5.04
|
Distributions.
|
|
Section
5.05
|
Allocation
of Realized Losses.
|
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VI
THE
CERTIFICATES
|
Section
6.01
|
The
Certificates.
|
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
6.04
|
Persons
Deemed Owners.
|
|
Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
|
Section
6.06
|
Book-Entry
Certificates.
|
|
Section
6.07
|
Notices
to Depository.
|
|
Section
6.08
|
Definitive
Certificates.
|
|
Section
6.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
|
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
|
Section
7.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others.
|
|
Section
7.05
|
Master
Servicer Not to Resign.
|
|
Section
7.06
|
Successor
Master Servicer.
|
|
Section
7.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
|
Section
8.01
|
Events
of Default.
|
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
|
Section
8.03
|
Notification
to Certificateholders.
|
|
Section
8.04
|
Waiver
of Defaults.
|
ARTICLE
IX
CONCERNING THE TRUSTEE
|
Section
9.01
|
Duties
of Trustee.
|
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
Section
9.04
|
Trustee
May Own Certificates.
|
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
|
Section
9.07
|
Insurance.
|
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
|
Section
9.09
|
Successor
Trustee.
|
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
9.12
|
Tax
Matters.
|
ARTICLE
X
TERMINATION
|
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
|
Section
10.02
|
Final
Distribution on the Certificates.
|
|
Section
10.03
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS PROVISIONS
|
Section
11.01
|
Amendment.
|
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
|
Section
11.03
|
Governing
Law.
|
|
Section
11.04
|
Intention
of Parties.
|
|
Section
11.05
|
Notices.
|
|
Section
11.06
|
Severability
of Provisions.
|
|
Section
11.07
|
Assignment.
|
|
Section
11.08
|
Limitation
on Rights of Certificateholders.
|
|
Section
11.09
|
Inspection
and Audit Rights.
|
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
|
Section
11.11
|
Third
Party Rights.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
Form
of Class M Certificates
|
|
Exhibit
A-3
|
Form
of Class B Certificates
|
|
Exhibit
A-4
|
Form
of Class C Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
A-6
|
Form
of Class X Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transfer Affidavit and Agreement
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Form
of Xxxxx Fargo Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Swap
Agreement
|
|
Exhibit
N
|
[Reserved]
|
|
Exhibit
O
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
P
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
Q
|
Additional
Disclosure Notification
|
|
Exhibit
R
|
Form
of Transferor Affidavit
|
POOLING
AND SERVICING AGREEMENT, dated as of February 1, 2007, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. On or prior to the Closing Date, the Depositor
acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor
will sell the Mortgage Loans and certain other property to the Trust Fund and
receive in consideration therefor Certificates evidencing the entire beneficial
ownership interest in the Trust Fund.
REMIC
I
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the
Swap Agreement, the Swap Account, the Swap Collateral Account and any rights
or
obligations in respect of the Swap Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I”. The Class R-1 Certificates will
represent the sole class of Residual Interests (as defined herein) in REMIC
I
for purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
||
|
I-1-A
|
Variable(2)
|
$
|
4,754,986.58
|
February
2037
|
|
|
I-1-B
|
Variable(2)
|
$
|
4,754,986.58
|
February
2037
|
|
|
I-2-A
|
Variable(2)
|
$
|
4,586,625.77
|
February
2037
|
|
|
I-2-B
|
Variable(2)
|
$
|
4,586,625.77
|
February
2037
|
|
|
I-3-A
|
Variable(2)
|
$
|
4,424,219.19
|
February
2037
|
|
|
I-3-B
|
Variable(2)
|
$
|
4,424,219.19
|
February
2037
|
|
|
I-4-A
|
Variable(2)
|
$
|
4,267,556.44
|
February
2037
|
|
|
I-4-B
|
Variable(2)
|
$
|
4,267,556.44
|
February
2037
|
|
|
I-5-A
|
Variable(2)
|
$
|
4,116,434.54
|
February
2037
|
|
|
I-5-B
|
Variable(2)
|
$
|
4,116,434.54
|
February
2037
|
|
|
I-6-A
|
Variable(2)
|
$
|
3,970,657.70
|
February
2037
|
|
|
I-6-B
|
Variable(2)
|
$
|
3,970,657.70
|
February
2037
|
|
|
I-7-A
|
Variable(2)
|
$
|
3,830,037.02
|
February
2037
|
|
|
I-7-B
|
Variable(2)
|
$
|
3,830,037.02
|
February
2037
|
|
|
I-8-A
|
Variable(2)
|
$
|
3,694,390.30
|
February
2037
|
|
|
I-8-B
|
Variable(2)
|
$
|
3,694,390.30
|
February
2037
|
|
|
I-9-A
|
Variable(2)
|
$
|
3,563,541.75
|
February
2037
|
|
|
I-9-B
|
Variable(2)
|
$
|
3,563,541.75
|
February
2037
|
|
|
I-10-A
|
Variable(2)
|
$
|
3,437,321.79
|
February
2037
|
|
|
I-10-B
|
Variable(2)
|
$
|
3,437,321.79
|
February
2037
|
|
|
I-11-A
|
Variable(2)
|
$
|
3,315,566.85
|
February
2037
|
|
|
I-11-B
|
Variable(2)
|
$
|
3,315,566.85
|
February
2037
|
|
|
I-12-A
|
Variable(2)
|
$
|
3,198,119.12
|
February
2037
|
|
|
I-12-B
|
Variable(2)
|
$
|
3,198,119.12
|
February
2037
|
|
|
I-13-A
|
Variable(2)
|
$
|
3,084,826.35
|
February
2037
|
|
|
I-13-B
|
Variable(2)
|
$
|
3,084,826.35
|
February
2037
|
|
|
I-14-A
|
Variable(2)
|
$
|
2,975,541.71
|
February
2037
|
|
|
I-14-B
|
Variable(2)
|
$
|
2,975,541.71
|
February
2037
|
|
|
I-15-A
|
Variable(2)
|
$
|
2,870,123.52
|
February
2037
|
|
|
I-15-B
|
Variable(2)
|
$
|
2,870,123.52
|
February
2037
|
|
|
I-16-A
|
Variable(2)
|
$
|
2,768,435.11
|
February
2037
|
|
|
I-16-B
|
Variable(2)
|
$
|
2,768,435.11
|
February
2037
|
|
|
I-17-A
|
Variable(2)
|
$
|
2,670,344.66
|
February
2037
|
|
|
I-17-B
|
Variable(2)
|
$
|
2,670,344.66
|
February
2037
|
|
|
I-18-A
|
Variable(2)
|
$
|
2,575,724.97
|
February
2037
|
|
|
I-18-B
|
Variable(2)
|
$
|
2,575,724.97
|
February
2037
|
|
|
I-19-A
|
Variable(2)
|
$
|
2,484,453.36
|
February
2037
|
|
|
I-19-B
|
Variable(2)
|
$
|
2,484,453.36
|
February
2037
|
|
|
I-20-A
|
Variable(2)
|
$
|
2,396,411.48
|
February
2037
|
|
|
I-20-B
|
Variable(2)
|
$
|
2,396,411.48
|
February
2037
|
|
|
I-21-A
|
Variable(2)
|
$
|
2,311,485.16
|
February
2037
|
|
|
I-21-B
|
Variable(2)
|
$
|
2,311,485.16
|
February
2037
|
|
|
I-22-A
|
Variable(2)
|
$
|
2,229,564.25
|
February
2037
|
|
|
I-22-B
|
Variable(2)
|
$
|
2,229,564.25
|
February
2037
|
|
|
I-23-A
|
Variable(2)
|
$
|
2,150,542.50
|
February
2037
|
|
|
I-23-B
|
Variable(2)
|
$
|
2,150,542.50
|
February
2037
|
|
|
I-24-A
|
Variable(2)
|
$
|
2,074,317.42
|
February
2037
|
|
|
I-24-B
|
Variable(2)
|
$
|
2,074,317.42
|
February
2037
|
|
|
I-25-A
|
Variable(2)
|
$
|
2,000,790.14
|
February
2037
|
|
|
I-25-B
|
Variable(2)
|
$
|
2,000,790.14
|
February
2037
|
|
|
I-26-A
|
Variable(2)
|
$
|
1,929,865.27
|
February
2037
|
|
|
I-26-B
|
Variable(2)
|
$
|
1,929,865.27
|
February
2037
|
|
|
I-27-A
|
Variable(2)
|
$
|
1,861,450.80
|
February
2037
|
|
|
I-27-B
|
Variable(2)
|
$
|
1,861,450.80
|
February
2037
|
|
|
I-28-A
|
Variable(2)
|
$
|
1,795,457.98
|
February
2037
|
|
|
I-28-B
|
Variable(2)
|
$
|
1,795,457.98
|
February
2037
|
|
|
I-29-A
|
Variable(2)
|
$
|
1,731,801.16
|
February
2037
|
|
|
I-29-B
|
Variable(2)
|
$
|
1,731,801.16
|
February
2037
|
|
|
I-30-A
|
Variable(2)
|
$
|
1,670,397.77
|
February
2037
|
|
|
I-30-B
|
Variable(2)
|
$
|
1,670,397.77
|
February
2037
|
|
|
I-31-A
|
Variable(2)
|
$
|
1,611,168.10
|
February
2037
|
|
|
I-31-B
|
Variable(2)
|
$
|
1,611,168.10
|
February
2037
|
|
|
I-32-A
|
Variable(2)
|
$
|
1,554,035.31
|
February
2037
|
|
|
I-32-B
|
Variable(2)
|
$
|
1,554,035.31
|
February
2037
|
|
|
I-33-A
|
Variable(2)
|
$
|
1,498,925.23
|
February
2037
|
|
|
I-33-B
|
Variable(2)
|
$
|
1,498,925.23
|
February
2037
|
|
|
I-34-A
|
Variable(2)
|
$
|
1,445,766.34
|
February
2037
|
|
|
I-34-B
|
Variable(2)
|
$
|
1,445,766.34
|
February
2037
|
|
|
I-35-A
|
Variable(2)
|
$
|
1,394,489.63
|
February
2037
|
|
|
I-35-B
|
Variable(2)
|
$
|
1,394,489.63
|
February
2037
|
|
|
I-36-A
|
Variable(2)
|
$
|
1,345,028.54
|
February
2037
|
|
|
I-36-B
|
Variable(2)
|
$
|
1,345,028.54
|
February
2037
|
|
|
I-37-A
|
Variable(2)
|
$
|
1,297,318.86
|
February
2037
|
|
|
I-37-B
|
Variable(2)
|
$
|
1,297,318.86
|
February
2037
|
|
|
I-38-A
|
Variable(2)
|
$
|
1,251,298.64
|
February
2037
|
|
|
I-38-B
|
Variable(2)
|
$
|
1,251,298.64
|
February
2037
|
|
|
I-39-A
|
Variable(2)
|
$
|
1,206,908.13
|
February
2037
|
|
|
I-39-B
|
Variable(2)
|
$
|
1,206,908.13
|
February
2037
|
|
|
I-40-A
|
Variable(2)
|
$
|
1,164,089.69
|
February
2037
|
|
|
I-40-B
|
Variable(2)
|
$
|
1,164,089.69
|
February
2037
|
|
|
I-41-A
|
Variable(2)
|
$
|
1,122,787.71
|
February
2037
|
|
|
I-41-B
|
Variable(2)
|
$
|
1,122,787.71
|
February
2037
|
|
|
I-42-A
|
Variable(2)
|
$
|
1,082,948.55
|
February
2037
|
|
|
I-42-B
|
Variable(2)
|
$
|
1,082,948.55
|
February
2037
|
|
|
I-43-A
|
Variable(2)
|
$
|
1,044,520.47
|
February
2037
|
|
|
I-43-B
|
Variable(2)
|
$
|
1,044,520.47
|
February
2037
|
|
|
I-44-A
|
Variable(2)
|
$
|
1,007,453.54
|
February
2037
|
|
|
I-44-B
|
Variable(2)
|
$
|
1,007,453.54
|
February
2037
|
|
|
I-45-A
|
Variable(2)
|
$
|
27,306,553.04
|
February
2037
|
|
|
I-45-B
|
Variable(2)
|
$
|
27,306,553.04
|
February
2037
|
|
|
II-1-A
|
Variable(2)
|
$
|
524,999.84
|
February
2037
|
|
|
II-1-B
|
Variable(2)
|
$
|
524,999.84
|
February
2037
|
|
|
II-2-A
|
Variable(2)
|
$
|
506,411.06
|
February
2037
|
|
|
II-2-B
|
Variable(2)
|
$
|
506,411.06
|
February
2037
|
|
|
II-3-A
|
Variable(2)
|
$
|
488,479.69
|
February
2037
|
|
|
II-3-B
|
Variable(2)
|
$
|
488,479.69
|
February
2037
|
|
|
II-4-A
|
Variable(2)
|
$
|
471,182.49
|
February
2037
|
|
|
II-4-B
|
Variable(2)
|
$
|
471,182.49
|
February
2037
|
|
|
II-5-A
|
Variable(2)
|
$
|
454,497.07
|
February
2037
|
|
|
II-5-B
|
Variable(2)
|
$
|
454,497.07
|
February
2037
|
|
|
II-6-A
|
Variable(2)
|
$
|
438,401.79
|
February
2037
|
|
|
II-6-B
|
Variable(2)
|
$
|
438,401.79
|
February
2037
|
|
|
II-7-A
|
Variable(2)
|
$
|
422,875.81
|
February
2037
|
|
|
II-7-B
|
Variable(2)
|
$
|
422,875.81
|
February
2037
|
|
|
II-8-A
|
Variable(2)
|
$
|
407,899.01
|
February
2037
|
|
|
II-8-B
|
Variable(2)
|
$
|
407,899.01
|
February
2037
|
|
|
II-9-A
|
Variable(2)
|
$
|
393,451.97
|
February
2037
|
|
|
II-9-B
|
Variable(2)
|
$
|
393,451.97
|
February
2037
|
|
|
II-10-A
|
Variable(2)
|
$
|
379,515.98
|
February
2037
|
|
|
II-10-B
|
Variable(2)
|
$
|
379,515.98
|
February
2037
|
|
|
II-11-A
|
Variable(2)
|
$
|
366,072.97
|
February
2037
|
|
|
II-11-B
|
Variable(2)
|
$
|
366,072.97
|
February
2037
|
|
|
II-12-A
|
Variable(2)
|
$
|
353,105.52
|
February
2037
|
|
|
II-12-B
|
Variable(2)
|
$
|
353,105.52
|
February
2037
|
|
|
II-13-A
|
Variable(2)
|
$
|
340,596.82
|
February
2037
|
|
|
II-13-B
|
Variable(2)
|
$
|
340,596.82
|
February
2037
|
|
|
II-14-A
|
Variable(2)
|
$
|
328,530.67
|
February
2037
|
|
|
II-14-B
|
Variable(2)
|
$
|
328,530.67
|
February
2037
|
|
|
II-15-A
|
Variable(2)
|
$
|
316,891.40
|
February
2037
|
|
|
II-15-B
|
Variable(2)
|
$
|
316,891.40
|
February
2037
|
|
|
II-16-A
|
Variable(2)
|
$
|
305,663.95
|
February
2037
|
|
|
II-16-B
|
Variable(2)
|
$
|
305,663.95
|
February
2037
|
|
|
II-17-A
|
Variable(2)
|
$
|
294,833.75
|
February
2037
|
|
|
II-17-B
|
Variable(2)
|
$
|
294,833.75
|
February
2037
|
|
|
II-18-A
|
Variable(2)
|
$
|
284,386.75
|
February
2037
|
|
|
II-18-B
|
Variable(2)
|
$
|
284,386.75
|
February
2037
|
|
|
II-19-A
|
Variable(2)
|
$
|
274,309.42
|
February
2037
|
|
|
II-19-B
|
Variable(2)
|
$
|
274,309.42
|
February
2037
|
|
|
II-20-A
|
Variable(2)
|
$
|
264,588.68
|
February
2037
|
|
|
II-20-B
|
Variable(2)
|
$
|
264,588.68
|
February
2037
|
|
|
II-21-A
|
Variable(2)
|
$
|
255,211.94
|
February
2037
|
|
|
II-21-B
|
Variable(2)
|
$
|
255,211.94
|
February
2037
|
|
|
II-22-A
|
Variable(2)
|
$
|
246,167.02
|
February
2037
|
|
|
II-22-B
|
Variable(2)
|
$
|
246,167.02
|
February
2037
|
|
|
II-23-A
|
Variable(2)
|
$
|
237,442.20
|
February
2037
|
|
|
II-23-B
|
Variable(2)
|
$
|
237,442.20
|
February
2037
|
|
|
II-24-A
|
Variable(2)
|
$
|
229,026.16
|
February
2037
|
|
|
II-24-B
|
Variable(2)
|
$
|
229,026.16
|
February
2037
|
|
|
II-25-A
|
Variable(2)
|
$
|
220,907.98
|
February
2037
|
|
|
II-25-B
|
Variable(2)
|
$
|
220,907.98
|
February
2037
|
|
|
II-26-A
|
Variable(2)
|
$
|
213,077.14
|
February
2037
|
|
|
II-26-B
|
Variable(2)
|
$
|
213,077.14
|
February
2037
|
|
|
II-27-A
|
Variable(2)
|
$
|
205,523.48
|
February
2037
|
|
|
II-27-B
|
Variable(2)
|
$
|
205,523.48
|
February
2037
|
|
|
II-28-A
|
Variable(2)
|
$
|
198,237.18
|
February
2037
|
|
|
II-28-B
|
Variable(2)
|
$
|
198,237.18
|
February
2037
|
|
|
II-29-A
|
Variable(2)
|
$
|
191,208.81
|
February
2037
|
|
|
II-29-B
|
Variable(2)
|
$
|
191,208.81
|
February
2037
|
|
|
II-30-A
|
Variable(2)
|
$
|
184,429.24
|
February
2037
|
|
|
II-30-B
|
Variable(2)
|
$
|
184,429.24
|
February
2037
|
|
|
II-31-A
|
Variable(2)
|
$
|
177,889.67
|
February
2037
|
|
|
II-31-B
|
Variable(2)
|
$
|
177,889.67
|
February
2037
|
|
|
II-32-A
|
Variable(2)
|
$
|
171,581.62
|
February
2037
|
|
|
II-32-B
|
Variable(2)
|
$
|
171,581.62
|
February
2037
|
|
|
II-33-A
|
Variable(2)
|
$
|
165,496.89
|
February
2037
|
|
|
II-33-B
|
Variable(2)
|
$
|
165,496.89
|
February
2037
|
|
|
II-34-A
|
Variable(2)
|
$
|
159,627.60
|
February
2037
|
|
|
II-34-B
|
Variable(2)
|
$
|
159,627.60
|
February
2037
|
|
|
II-35-A
|
Variable(2)
|
$
|
153,966.12
|
February
2037
|
|
|
II-35-B
|
Variable(2)
|
$
|
153,966.12
|
February
2037
|
|
|
II-36-A
|
Variable(2)
|
$
|
148,505.10
|
February
2037
|
|
|
II-36-B
|
Variable(2)
|
$
|
148,505.10
|
February
2037
|
|
|
II-37-A
|
Variable(2)
|
$
|
143,237.46
|
February
2037
|
|
|
II-37-B
|
Variable(2)
|
$
|
143,237.46
|
February
2037
|
|
|
II-38-A
|
Variable(2)
|
$
|
138,156.35
|
February
2037
|
|
|
II-38-B
|
Variable(2)
|
$
|
138,156.35
|
February
2037
|
|
|
II-39-A
|
Variable(2)
|
$
|
133,255.18
|
February
2037
|
|
|
II-39-B
|
Variable(2)
|
$
|
133,255.18
|
February
2037
|
|
|
II-40-A
|
Variable(2)
|
$
|
128,527.58
|
February
2037
|
|
|
II-40-B
|
Variable(2)
|
$
|
128,527.58
|
February
2037
|
|
|
II-41-A
|
Variable(2)
|
$
|
123,967.41
|
February
2037
|
|
|
II-41-B
|
Variable(2)
|
$
|
123,967.41
|
February
2037
|
|
|
II-42-A
|
Variable(2)
|
$
|
119,568.75
|
February
2037
|
|
|
II-42-B
|
Variable(2)
|
$
|
119,568.75
|
February
2037
|
|
|
II-43-A
|
Variable(2)
|
$
|
115,325.89
|
February
2037
|
|
|
II-43-B
|
Variable(2)
|
$
|
115,325.89
|
February
2037
|
|
|
II-44-A
|
Variable(2)
|
$
|
111,233.32
|
February
2037
|
|
|
II-44-B
|
Variable(2)
|
$
|
111,233.32
|
February
2037
|
|
|
II-45-A
|
Variable(2)
|
$
|
3,014,926.67
|
February
2037
|
|
|
II-45-B
|
Variable(2)
|
$
|
3,014,926.67
|
February
2037
|
|
______________________________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class R-2 Certificates will represent the sole class of Residual Interests
in REMIC II for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests (as defined herein).
None of the REMIC II Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC II Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
|
AA
|
Variable(2)
|
$ |
145,899,924.34
|
February
2037
|
|
I-A
|
Variable(2)
|
$ |
981,420.00
|
February
2037
|
|
II-A
|
Variable(2)
|
$ |
108,355.00
|
February
2037
|
|
M-1
|
Variable(2)
|
$ |
77,415.00
|
February
2037
|
|
M-2
|
Variable(2)
|
$ |
69,970.00
|
February
2037
|
|
M-3
|
Variable(2)
|
$ |
31,265.00
|
February
2037
|
|
M-4
|
Variable(2)
|
$ |
26,800.00
|
February
2037
|
|
M-5
|
Variable(2)
|
$ |
24,565.00
|
February
2037
|
|
M-6
|
Variable(2)
|
$ |
23,075.00
|
February
2037
|
|
B-1
|
Variable(2)
|
$ |
21,585.00
|
February
2037
|
|
B-2
|
Variable(2)
|
$ |
19,355.00
|
February
2037
|
|
B-3
|
Variable(2)
|
$ |
19,355.00
|
February
2037
|
|
ZZ
|
Variable(2)
|
$ |
1,574,389.48
|
February
2037
|
|
IO
|
(2)
|
(3)
|
February
2037
|
|
|
1-Sub
|
Variable(2)
|
$ |
7,186.46
|
February
2037
|
|
1-Grp
|
Variable(2)
|
$ |
26,814.86
|
February
2037
|
|
2-Sub
|
Variable(2)
|
$ |
793.54
|
February
2037
|
|
2-Grp
|
Variable(2)
|
$ |
2,960.64
|
February
2037
|
|
XX
|
Variable(2)
|
$ |
148,839,718.34
|
February
2037
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
CERTIFICATES
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class C Interest and the Class IO Interest) and,
for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of Certificates and interests
that represents ownership of one or more of the Regular Interests in REMIC
III
created hereunder. The
Trust
Fund will also issue the Class X Certificates, as designated below, which will
not represent a Regular Interest in any REMIC created hereunder.
Each
Certificate, other than the Class C, Class X and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation
to
pay Class
IO
Distribution Amounts (as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
|
|
I-A(2)
|
Variable(3)
|
$ |
196,284,000.00
|
February
2037
|
|
II-A(2)
|
Variable(3)
|
$ |
21,671,000.00
|
February
2037
|
|
M-1(2)
|
Variable(3)
|
$ |
15,483,000.00
|
February
2037
|
|
M-2(2)
|
Variable(3)
|
$ |
13,994,000.00
|
February
2037
|
|
M-3(2)
|
Variable(3)
|
$ |
6,253,000.00
|
February
2037
|
|
M-4(2)
|
Variable(3)
|
$ |
5,360,000.00
|
February
2037
|
|
M-5(2)
|
Variable(3)
|
$ |
4,913,000.00
|
February
2037
|
|
M-6(2)
|
Variable(3)
|
$ |
4,615,000.00
|
February
2037
|
|
B-1(2)
|
Variable(3)
|
$ |
4,317,000.00
|
February
2037
|
|
B-2(2)
|
Variable(3)
|
$ |
3,871,000.00
|
February
2037
|
|
B-3(2)
|
Variable(3)
|
$ |
3,871,000.00
|
February
2037
|
|
Class
C Interest
|
Variable(3)(4)
|
$ |
297,954,947.64
|
February
2037
|
|
Class
IO Interest
|
(5)
|
(6)
|
February
2037
|
|
|
X
|
N/A
|
N/A
|
N/A
|
___________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each Regular Interest in REMIC III the ownership of which is
represented by the Class A, Class M and Class B Certificates, the Class C
Interest and the Class IO Interest.
(2)
This
Class of Certificates represents ownership of a Regular Interest in REMIC III.
Any amount distributed on this Class of Certificates on any Distribution Date
in
excess of the amount distributable on the related Regular Interest in REMIC
III
on such Distribution Date shall be treated for federal income tax purposes
as
having been paid from the Reserve Fund or the Supplemental Interest Trust,
as
applicable, and any amount distributable on the related Regular Interest in
REMIC III on such Distribution Date in excess of the amount distributable on
such Class of Certificates on such Distribution Date shall be treated for such
purposes as having been distributed to the Holders of such Certificates and
then
paid by such Holders to the Supplemental Interest Trust, all pursuant to and
as
further provided in Section 3.21 hereof.
(3)
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each Regular
Interest in REMIC III which corresponds to a Class A, Class M or Class B
Certificate will have the same Pass-Through Rate as such Certificate, except
with respect to the Net WAC Cap Rate. The Net WAC Cap Rate for each such Regular
Interest in REMIC III and Certificate is specified in the definition of “Net WAC
Cap Rate.”
(4)
The
Class
C Interest will not accrue interest on its Uncertificated Principal Balance,
but
will accrue interest on its Uncertificated Notional Amount as described
herein.
(5)
For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest IO.
(6)
For
federal income tax purposes, the Class IO Interest will not have an
Uncertificated Principal Balance, but will have a notional amount equal to
the
Uncertificated Notional Amount of REMIC II Regular Interest IO.
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class C Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC IV”. The Class
R-4 Interest represents the sole class of Residual Interests in REMIC IV for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IV created hereunder. Each Class C Certificate represents ownership of a Regular
Interest in REMIC IV and also represents (i) the obligation to pay certain
amounts specified herein in respect of Basis Risk Shortfall Carry Forward
Amounts and (ii) the right to receive Class IO Distribution
Amounts.
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
C
|
(2)
|
$ |
297,954,947.64
|
February
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class C
Certificates.
|
|
(2)
|
The
Class C Certificates will not accrue interest on its Uncertificated
Principal Balance, but will receive 100% of the amounts received
in
respect of the Class C Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC V”. The Class
R-5 Interest represents the sole class of Residual Interests in REMIC V for
purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
V
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
February
2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC V Regular Interest
IO.
|
|
(2)
|
REMIC
V Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
|
(3)
|
REMIC
V Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class IO
Interest.
|
|
(4)
|
REMIC
V Regular Interest IO will not have an Uncertificated Principal Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Mortgage
Funding Trust 2007-SL2.” The Certificates issued hereunder may be referred to as
“Mortgage-Backed Certificates, Series 2007-SL2” (including for purposes of any
endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article.
10-K
Filing Deadline:
The
meaning set forth in Section 3.16(a)(iii).
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices and
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Mae Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Mae or Xxxxxxx Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the Master
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The
Distribution Account, the Reserve Fund, the Swap Account, the Protected Account
and the Swap Collateral Account.
Accrual
Period:
With
respect to the Certificates (other than the Class C, Class X and Residual
Certificates) and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the first Accrual
Period, the Closing Date) to and including the day prior to such Distribution
Date. With respect to the Class C Certificates and the Class C Interest and
any
Distribution Date, the calendar month immediately preceding such Distribution
Date. All calculations of interest on the Certificates (other than the Class
C,
Class X Certificates and Residual Certificates) will be made on the basis of
the
actual number of days elapsed in the related Accrual Period. All calculations
of
interest on the Class C Certificates and the Class C Interest will be made
on
the basis of a 360-day year consisting of twelve 30-day months.
Additional
Disclosure:
As
defined in Section 3.16(a)(iv).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit Q.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16(a)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 3.16(a)(iii).
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Advance:
An
advance of delinquent payments of principal and interest in respect of a
Mortgage Loan required to be made by the Master Servicer as provided in Section
5.01 hereof.
Affected
Party:
As
defined in the Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account at
the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments
received after the last day of the related Prepayment Period and Liquidation
Proceeds, Subsequent Recoveries and Insurance Proceeds received in respect
of
such Mortgage Loans after the last day of the prior calendar month.
Annual
Statement of Compliance:
As
defined in Section 3.13.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
that have been applied in reduction of the Certificate Principal Balance of
a
Class of Certificates pursuant to Section 5.05 of this Agreement which have
not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assessment
of Compliance:
As
defined in Section 3.14.
Attestation
Report:
As
defined in Section 3.14.
Back-Up
Certification:
As
defined in Section 3.16(a)(iv).
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, an amount equal to the sum of (A) the excess, if any, of (a)
the
amount of Current Interest that such Class would have been entitled to receive
on such Distribution Date had the Pass-Though Rate applicable to such Class
been
calculated at a per annum rate equal to the lesser of (x) the related One-Month
LIBOR Pass-Through Rate and (y) 11.00% per annum, over (b) the amount of Current
Interest that such Class received on such Distribution Date if the Pass-Through
Rate is limited to the Net WAC Cap Rate and (B) the Basis Risk Shortfall Carry
Forward Amount for the previous Distribution Date not previously paid, together
with interest thereon at a rate equal to the related Pass-Through Rate for
the
current Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 6.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
C Certificates) constitutes a Class of Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the Cities of New York, New York, Chicago, Illinois,
Minneapolis, Minnesota or any city in which the Corporate Trust Office of the
Trustee or the principal office of the Master Servicer are located and are
authorized or obligated by law or executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-6.
Certificate
Margin:
With
respect to the Class I-A Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A, 0.160% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.320% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class II-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest II-A, 0.150% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.300% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.750% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.550% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.825% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.650% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.975% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 0.900%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.350%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 1.050%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.575%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 0.
1.200%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.800%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class B-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-1, 3.000% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 4.500% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-2, 3.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 5.250% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-3, 3.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 5.250% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class C Certificates and any Distribution Date, an amount equal
to the Stated Principal Balance of the Mortgage Loans as of the beginning of
the
related Due Period. The
initial Certificate Notional Amount of the Class C Certificates shall be
$297,754,947.64. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class C Interest for such Distribution
Date.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class X, Class C and Class R Certificate) and
as
of any Distribution Date, the Initial Certificate Principal Balance of such
Certificate plus, in the case of a Class A, Class M or Class B Certificate,
any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 5.04(b), less the sum of (i) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
5.04, and (ii) any Applied Realized Loss Amounts allocated to such Certificate
on previous Distribution Dates. As to the Class C Certificates and as of any
Distribution Date, an amount equal to the Uncertificated Principal Balance
of
the Class C Interest.
Certificate
Register:
The
register maintained pursuant to Section 6.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certification
Parties:
The
meaning set forth in Section 3.16(a)(iii).
Certifying
Person:
The
meaning set forth in Section 3.16(a)(iii).
Class:
All
Certificates bearing the same Class designation as set forth in Section 6.01
hereof.
Class
A Certificates:
The
Class I-A Certificates and Class II-A Certificates.
Class
I-A Certificate:
Any
Certificate designated as a “Class I-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class I-A Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group I for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
II-A Certificate:
Any
Certificate designated as a “Class II-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class II-A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group II for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 46.40% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B Certificates:
Any of
the Class B-1, Class B-2 or Class B-3 Certificates.
Class
B-1 Certificate:
Any
Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount and the Class
M-6 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount and Class II-A Principal Distribution Amount, on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (8) the Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 83.30% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B-2 Certificate:
Any
Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class
M-6
Principal Distribution Amount and the Class B-1 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount and Class II-A
Principal Distribution Amount, on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (8) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount on such Distribution
Date) and (9) the Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 85.90% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B-3 Certificate:
Any
Certificate designated as a “Class B-3 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, the Class
M-6
Principal Distribution Amount, the Class B-1 Principal Distribution Amount,
and
the Class B-2 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (9) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (10) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 88.50% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class C Certificates herein and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts, (iii) the right to receive Class IO Distribution Amounts
and (iv) the right to receive any Prepayment Charge Waiver Amounts.
Class
C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class C Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication, any
Subsequent Recoveries not distributed to the Class A, Class M and Class B
Certificates on such Distribution Date; provided, however, that, on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the Class C Distribution Amount shall include the Overcollateralization
Amount.
Class
C Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator pursuant to the first and second sentences of Section
3.21(c) hereof on such Distribution Date in excess of the amount payable on
REMIC V Regular Interest IO on such Distribution Date, all as further provided
in Section 3.21 hereof.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC V Regular Interest IO, evidencing a Regular Interest in REMIC
III for purposes of the REMIC provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing
(i) a Regular Interest in REMIC III, (ii) the right to receive Basis Risk
Shortfall Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class
I-A
Principal Distribution Amount and Class II-A Principal Distribution
Amount
and (y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class I-A Principal Distribution Amount and Class II-A Principal
Distribution Amount on such Distribution Date) and (2) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 56.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount
and
the Class M-1 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 66.20% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount and
Class II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (4) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 70.40% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount and the Class M-3 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class
I-A Principal Distribution Amount and Class II-A Principal Distribution Amount
on such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 74.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-5 Certificate:
Any
Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-5 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount and Class II-A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (3) the Certificate Principal Balance of
the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (5) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date) and (6) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 77.30% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class I-A Principal Distribution Amount and Class II-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (7) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 80.40% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4
Interest and Class R-5 Interest and representing the right to the Percentage
Interest of distributions provided for the Class RX Certificates as set forth
herein.
Class
R-4 Interest:
The
uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
X Certificate:
Any
Certificate designated as a “Class X Certificate” on the face thereof, in the
form of Exhibit A-6 hereto.
Closing
Date:
February 28, 2007.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Combined
Loan-to-Value Ratio:
With
respect to any Mortgage Loan and as of any date of determination, a fraction
(expressed as a percentage) the numerator of which is the sum of (i) original
principal balance of the related Mortgage Loan at such date of determination
and
(ii) the unpaid principal balance of the related first lien Mortgage Loan as
of
the date of origination of that Mortgage Loan and the denominator of which
is
the applicable Appraised Value of the related Mortgaged Property at
origination.
Commission:
The
U.S. Securities and Exchange Commission.
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Protected
Account by the Master Servicer to the payment of a Prepayment Interest Shortfall
on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office:
The
designated office of the Trustee where 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 is located at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000 Attention: Global
Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust 2007-SL2,
or
at such other address as the Trustee may designate from time to
time.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and XX), the Certificate with the
corresponding designation. With respect to each REMIC III Regular Interest
(other than the Class C Interest and the Class IO Interest), the related
Certificate representing an ownership therein.
Cumulative
Realized Loss Percentage:
With
respect to the Certificates and any Distribution Date, the percentage obtained
by dividing (x) the aggregate Realized Losses on the Mortgage Loans incurred
since the related Cut-off Date through the end of the related Due Period by
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the related
Cut-off Date.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates (other than the Class
X
Certificates and the Residual Certificates) and interests of each class (other
than the Residual Interests), (i) the interest accrued on the Certificate
Principal Balance, or Certificate Notional Amount or Uncertificated Notional
Amount, as applicable, during the related Accrual Period at the applicable
Pass-Through Rate, plus any amount previously distributed with respect to
interest for such Certificate or interest that has been recovered as a voidable
preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment
Interest Shortfall for such Distribution Date, to the extent not covered by
Compensating Interest and (b) any Relief Act Interest Shortfalls during the
related Due Period; provided, however, that for purposes of calculating Current
Interest for any such class, amounts specified in clause (ii) hereof for any
such Distribution Date shall be allocated first to the Class C Certificates
and
the Class C Interest in reduction of amounts otherwise distributable to such
Certificates and interest on such Distribution Date and then any excess shall be
allocated to each Class of Class A, Class M and Class B Certificates
pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage: With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month).
Custodial
Agreement:
The
Xxxxx Fargo Custodial Agreement.
Custodian:
Xxxxx
Fargo, or any successor custodian appointed pursuant to the provisions hereof
and the Custodial Agreement.
Cut-off
Date:
February 1, 2007.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the Cut-off Date
after application of all Principal Prepayments received prior to the Cut-off
Date and scheduled payments of principal due on or before the Cut-off Date,
whether or not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off Date. The aggregate
Cut-off Date Principal Balance of the Mortgage Loans is $297,754,947.64.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.
Defaulting
Party:
As
defined in the Swap Agreement.
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, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment
is scheduled to be due. A 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 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,” “90 days delinquent” and so on. This calculation of delinquency is
referred to as the OTS methodology.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depositor
Information:
As
defined in Section 3.16.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor signing on behalf of the Issuing Entity and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit
H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Depository Institution:
A
depository institution (commercial bank, federal savings bank, mutual savings
bank or savings and loan association) or trust company (which may include the
Trustee and the Master Servicer), the deposits of which are fully insured by
the
FDIC to the extent provided by law.
Determination
Date:
With
respect to any Distribution Date, the 15th day of the month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.04 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, in trust for
registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Bear Xxxxxxx
Mortgage Funding Trust 2007-SL2, Mortgage-Backed Certificates, Series 2007-SL2”.
The Distribution Account must be an Eligible Account.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in March 2007.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from and including the second
day
of the calendar month preceding the calendar month in which such Distribution
Date occurs through close of business on the first day of the calendar month
in
which such Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are 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, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account or a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such funds that
is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii)
a
trust account or accounts maintained with the corporate trust department of
a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to each Rating Agency, as
evidenced in writing. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the
Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class C Certificates and Residual Certificates.
Estimated
Swap Termination Payment:
As
specified in the Swap Agreement.
Event
of Default:
As
defined in Section 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of (a)
the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest Funds
for such Distribution Date, over (ii) the sum of the Current Interest on the
Class A, Class M and Class B Certificates and any such Interest Carry Forward
Amounts on the Class A Certificates (other than Interest Carry Forward Amounts
paid pursuant to Section 5.04(a)(4)(A)), in each case for such Distribution
Date.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date, over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Mae:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC pursuant to or as contemplated
by
Section 2.03(c) or Section 10.01), a determination made by the Master Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Master Servicer, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so recovered.
The
Master Servicer shall maintain records of each Final Recovery Determination
made
thereby.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Form
8-K Disclosure Information:
The
meaning set forth in Section 3.16(a)(iii).
Xxxxxxx
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
Group
I Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group I for such Distribution Date and the denominator of which is the Principal
Funds for Loan Group I and Loan Group II for such Distribution
Date.
Group
II Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group II for such Distribution Date and the denominator of which is the
Principal Funds for Loan Group I and Loan Group II for such Distribution
Date.
Indemnified
Persons:
The
Trustee, the Master Servicer, the Trust Fund and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Index:
With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate (other than the Class X Certificates), the
Certificate Principal Balance of such Certificate or any predecessor Certificate
on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity holders in which
come
within such paragraphs.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
or
the trustee under the deed of trust and are not applied to the restoration
of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage
loans
held for its own account, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class C Certificates and the Residual Certificates), the sum of (i) the
excess of (a) the Current Interest for such Class with respect to such
Distribution Date and any prior Distribution Dates over (b) the amount actually
distributed to such Class of Certificates with respect to interest on such
Distribution Dates and (ii) interest thereon (to the extent permitted by
applicable law) at the applicable Pass-Through Rate for such Class for the
related Accrual Period including the Accrual Period relating to such
Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to each of Loan Group I and Loan Group II and any Distribution Date
(1)
the sum, without duplication, of (a) all scheduled interest during the related
Due Period with respect to the Mortgage Loans in the related Loan Group less
the
Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b) all Advances
relating to interest with respect to the Mortgage Loans in the related Loan
Group made on or prior to the related Distribution Account Deposit Date, (c)
all
Compensating Interest with respect to the Mortgage Loans in the related Loan
Group and required to be remitted by the Master Servicer pursuant to this
Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
and
Subsequent Recoveries with respect to the Mortgage Loans in the related Loan
Group collected during the prior calendar month (to the extent such Liquidation
Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating
to interest with respect to each Mortgage Loan in the related Loan Group
repurchased by EMC pursuant to Sections 2.02 and 2.03 and by the Master Servicer
pursuant to Section 3.19, in each case to the extent remitted by the Master
Servicer to the Distribution Account pursuant to this Agreement and (f) the
interest portion of any proceed received from the exercise of a Optional
Termination relating to such Loan Group, minus (2)(i) all amounts relating
to
interest required to be reimbursed pursuant to Sections 4.02 and 4.05 or as
otherwise set forth in this Agreement and (ii) any Net Swap Payment or Swap
Termination Payment (not due to a Swap Provider Trigger Event and other than
to
the extent already paid by the Swap Administrator from any upfront payment
received pursuant to any replacement interest rate swap agreement that may
be
entered into by the Supplemental Interest Trust Trustee) owed to the Swap
Administrator for payment to the Swap Provider for such Distribution Date and
any such payments remaining unpaid for any prior Distribution
Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
Issuing
Entity:
The
Trust designated as Bear Xxxxxxx Mortgage Funding Trust 2007-SL2.
LaSalle:
LaSalle
Bank National Association, and any successor in interest.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: the Distribution Date
in February
2037.
Latest
Possible Maturity Date:
The
Distribution Date in the month following the final scheduled maturity date
of
the Mortgage Loan in the Trust Fund having the latest scheduled maturity date
as
of the Cut-off Date. For purposes of the Treasury regulations under Sections
860A through 860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall
be
the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Master Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds and Subsequent Recoveries, received
in
connection with the partial or complete liquidation of a Mortgage Loan, whether
through trustee’s sale, foreclosure sale or otherwise, or in connection with any
condemnation or partial release of a Mortgaged Property, together with the
net
proceeds received with respect to any Mortgaged Properties and any other
proceeds received with respect to an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses
of
liquidation, including property protection expenses and foreclosure and sale
costs, including court and reasonable attorneys fees.
Loan
Group:
Any of
Loan Group I or Loan Group II.
Loan
Group I or Group I Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group I included as such on the
Mortgage Loan Schedule.
Loan
Group II or Group II Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group II included as such on the
Mortgage Loan Schedule.
LPMI
Fee:
The fee
payable to the insurer for each Mortgage Loan subject to an LPMI Policy as
set
forth in such LPMI Policy.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Mae and Xxxxxxx Mac in which the Master Servicer or
the
related subservicer of the related Mortgage Loan is responsible for the payment
of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class C Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate:
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
Regular Interests AA, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), with the rate
on
each such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ)
subject to a cap equal to the least of (i) the One-Month LIBOR Pass-Through
Rate
for the Corresponding Certificate, (ii) 11.00% per annum and (iii) the Net
WAC
Cap Rate for the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for the purpose of this calculation
for such Distribution Date, and with the rate on REMIC II Regular Interest
ZZ
subject to a cap of zero for the purpose of this calculation; provided, however,
that solely for this purpose, the related cap with respect to each REMIC II
Regular Interest (other than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp,
2-Sub, 2-Grp, XX and IO) shall be multiplied by a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
related Accrual Period.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
Master
Servicer Information:
As
defined in Section 3.16.
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
Maximum
Probable Exposure:
With
respect to each Distribution Date and the Swap Agreement, the amount calculated
by the Depositor in accordance with the Depositor’s internal risk management
process in respect of similar instruments, such calculation to be performed as
agreed by the Trustee and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), with the rate on each such
REMIC
II Regular Interest subject to a cap equal to the least of (x) the One-Month
LIBOR Pass Through Rate for the Corresponding Certificate, (y) 11.00% per annum
and (z) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership
of
which is represented by the Corresponding Certificate for the purpose of this
calculation for such Distribution Date; provided, however, that solely for
this
purpose, the related cap with respect to each REMIC II Regular Interest (other
than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and
IO)
shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement prepared and delivered by the Trustee pursuant to Section
5.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a second lien on second
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of February 28, 2007, between EMC,
as
seller and the Depositor, as purchaser in the form attached hereto as Exhibit
L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule and separated into Group I Mortgage Loan and Group II
Mortgage Loans, notwithstanding foreclosure or other acquisition of title of
the
related Mortgaged Property.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller to reflect
the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
the
Mortgage Loan Schedule being attached hereto as Exhibit B, with respect to
the
Mortgage Loans and as amended from time to time to reflect the repurchase or
substitution of Mortgage Loans pursuant to this Agreement or the Mortgage Loan
Purchase Agreement, as the case may be, setting forth the following information
with respect to each Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer's Fee Rate;
(f) the
LPMI
Fee; if applicable;
(g) the
Net
Rate;
(h) the
maturity date;
(i) the
stated original term to maturity;
(j) the
stated remaining term to maturity;
(k) the
original Principal Balance;
(l) the
first
payment date;
(m) the
principal and interest payment in effect as of the Cut-off Date;
(n) the
unpaid Principal Balance as of the Cut-off Date;
(o) the
Loan-to-Value Ratio at origination;
(p) the
insurer of any Primary Mortgage Insurance Policy;
(q) the
MIN
with respect to each MOM Loan;
(r) the
Gross
Margin, if applicable;
(s) the
next
Adjustment Date, if applicable;
(t) the
Maximum Mortgage Rate, if applicable;
(u) the
Minimum Mortgage Rate, if applicable;
(v) the
Periodic Rate Cap, if applicable;
(w) the
Loan
Group, if applicable;
(x) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(y) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(z) the
Prepayment Charge, if any;
(aa) lien
position (e.g., first lien or second lien);
(bb) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(cc) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(dd) the
interest-only term, if applicable;
(ee) the
Mortgage Loan Seller; and
(ff) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (m) and (n)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (g) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each fixed rate Mortgage Loan, the rate set forth in the related
Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the related
Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee
Fee
and (iii) the rate at which the LPMI Fee is calculated, if any.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any Swap
Termination Payment.
Net
WAC Cap Rate:
With
respect to any Distribution Date and the Class I-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Group I Mortgage Loans, weighted
based on the Stated Principal Balances of such Group I Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group I Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed
as
a per annum rate, equal to the sum of (i) the Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other
than to the extent already paid by the Swap Administrator
from any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the aggregate outstanding Stated Principal Balance of the Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
by
12. With respect to any Distribution Date and the REMIC III Regular Interests
the ownership of which is represented by the Class I-A Certificates, a per
annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rate on REMIC II Regular Interest 1-Grp, weighted on the basis
of
the Uncertificated Principal Balance of such REMIC II Regular Interest
immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Group II Mortgage Loans, weighted
based on the Stated Principal Balances of such Group II Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group II Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed
as
a per annum rate, equal to the sum of (i) the Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other than to
the
extent already paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreement that may be entered
into by the Supplemental Interest Trust Trustee), divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the related
Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class II-A Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class M Certificates and Class B
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the weighted average of the Net Mortgage Rates
on
the then outstanding Mortgage Loans in each Loan Group, weighted in proportion
to the results of subtracting from the aggregate Stated Principal Balance of
the
Mortgage Loans of each such Loan Group as of the related Due Date prior to
giving effect to any reduction in the Stated Principal Balances of such Mortgage
Loans on such Due Date the aggregate Certificate Principal Balance of the
related Class A Certificates, and (y) a fraction, the numerator of which is
30
and the denominator of which is the actual number of days elapsed in the related
Accrual Period, over (B) an amount, expressed as a per annum rate, equal to
the
sum of (i) the Swap Payment payable to the Swap Provider on such Distribution
Date and (ii) any Swap Termination Payment not due to a Swap Provider Trigger
Event payable to the Swap Provider (other than to the extent already paid by
the
Swap Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class M Certificates and Class B Certificates, a per annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rates on (a) REMIC II Regular Interest 1-Sub, subject to a cap
and
a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 1-Grp and (b) REMIC II Regular Interest 2-Sub, subject to
a cap
and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC II Regular Interest immediately prior to such
Distribution Date.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Master
Servicer or other party hereto pursuant to this Agreement, that, in the good
faith judgment of the Master Servicer or such other party, will not or, in
the
case of a proposed advance, would not, be ultimately recoverable by it from
the
related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
otherwise.
Notional
Amount:
With
respect to each Distribution Date and the Swap Agreement, the notional amount
for the related calculation period as set forth in the related schedule set
forth in Exhibit M.
Offered
Certificates:
Any of
the Class A, Class M, Class B-1, Class B-2 and Class B-3
Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor, the Seller or the Master Servicer (or
any other officer customarily performing functions similar to those performed
by
any of the above designated officers and also to whom, with respect to a
particular matter, such matter is referred because of such officer’s knowledge
of and familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller and/or the Trustee, as the case may be, as required
by
this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period and the Offered Certificates, the rate determined
by the Trustee on the related Interest Determination Date on the basis of the
rate for U.S. dollar deposits for one month that appears on Telerate Screen
Page
3750 as of 11:00 a.m. (London time) on such Interest Determination Date. If
such
rate does not appear on such page (or such other page as may replace that page
on that service, or if such service is no longer offered, such other service
for
displaying One-Month LIBOR or comparable rates as may be reasonably selected
by
the Trustee), One-Month LIBOR for the applicable Accrual Period will be the
Reference Bank Rate. If no such quotations can be obtained by the Trustee and
no
Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period. The establishment of One-Month
LIBOR
on each Interest Determination Date by the Trustee and the Trustee’s calculation
of the rate of interest applicable to the Offered Certificates for the related
Accrual Period shall, in the absence of manifest error, be final and
binding.
One-Month
LIBOR Pass-Through Rate:
With
respect to each Offered Certificate and, for purposes of the definitions of
“Marker Rate” and “Maximum Uncertificated Accrued Interest Deferral Amount”, the
related REMIC II Regular Interest for which such Certificate is the
Corresponding Certificate, a per annum rate equal to One-Month LIBOR plus the
related Certificate Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for EMC, the Depositor or the
Master Servicer, reasonably acceptable to each addressee of such opinion;
provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
interpretation or application of the REMIC Provisions, such counsel must (i)
in
fact be independent of EMC, Depositor and the Master Servicer, (ii) not have
any
direct financial interest in EMC,
the
Depositor or the Master Servicer or in any affiliate of either, and (iii) not
be
connected with EMC, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of the Mortgage Loans and any REO Property pursuant to Section 10.01
hereof.
Optional
Termination Date:
The
Distribution Date on which the aggregate Stated Principal Balance of all of
the
Mortgage Loans is equal to or less than 20% of the aggregate Stated Principal
Balance of all of the Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the prior calendar month), over
the
aggregate Certificate Principal Balance of the Class A, Class M and Class B
Certificates on such Distribution Date (after taking into account the payment
of
principal other than any Extra Principal Distribution Amount on such
Certificates).
Overcollateralization
Floor:
With
respect to the Certificates, an amount equal to 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Funds for
Loan
Group I and Loan Group II for such Distribution Date and (y) the excess, if
any,
of (i) the Overcollateralization Amount for such Distribution Date (assuming
that 100% of the Principal Funds is applied as a principal payment on such
Distribution Date), over (ii) the Overcollateralization Target Amount for such
Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if
the
Overcollateralization Amount is less than or equal to the Overcollateralization
Target Amount on that Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 5.75% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 5.75% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and (2) 11.50% of the then current
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) and (ii) the Overcollateralization Floor or (c) on or after
the
Stepdown Date and if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Class A, Class M and Class B Certificates and any Distribution
Date, a rate per annum equal to the least of (i) the related One-Month LIBOR
Pass-Through Rate for such Distribution Date, (ii) 11.00% per annum and (iii)
the related Net WAC Cap Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC II Regular Interest (other than
REMIC II Regular Interest 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO) equal to the
product of (a) the excess, if any, of the Uncertificated REMIC II Pass-Through
Rate for such REMIC II Regular Interest over the Marker Rate and (b) a notional
amount equal to the Uncertificated Principal Balance of such REMIC II Regular
Interest, and the denominator of which is the aggregate Uncertificated Principal
Balance of such REMIC II Regular Interests.
With
respect to the Class C Certificate, the Class C Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class C Interest for such Distribution Date.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC V Regular Interest IO, REMIC V Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
| (i) |
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
|
| (ii) |
general
obligations of or obligations guaranteed by any state of the United
States
or the District of Columbia receiving the highest long-term debt
rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in
writing;
|
| (iii) |
commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
| (iv) |
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee in its commercial banking capacity), provided that the commercial
paper and/or long term unsecured debt obligations of such depository
institution or trust company are then rated one of the two highest
long-term and the highest short-term ratings of each such Rating
Agency
for such securities, or such lower ratings as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by any Rating Agency, as evidenced in
writing;
|
| (v) |
guaranteed
reinvestment agreements issued by any bank, insurance company or
other
corporation containing, at the time of the issuance of such agreements,
such terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
| (vi) |
repurchase
obligations with respect to any security described in clauses (i)
and (ii)
above, in either case entered into with a depository institution
or trust
company (acting as principal) described in clause (v)
above;
|
| (vii) |
securities
(other than stripped bonds, stripped coupons or instruments sold
at a
purchase price in excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof which, at
the
time of such investment, have one of the two highest short term ratings
of
each Rating Agency (except if the Rating Agency is Moody’s, such rating
shall be the highest commercial paper rating of Moody’s for any such
securities), or such lower rating as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
|
| (viii) |
interests
in any money market fund (including any such fund managed or advised
by
the Trustee or any affiliate thereof) which at the date of acquisition
of
the interests in such fund and throughout the time such interests
are held
in such fund has the highest applicable short term rating by each
Rating
Agency or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
| (ix) |
short
term investment funds sponsored by any trust company or banking
association incorporated under the laws of the United States or any
state
thereof (including any such fund managed or advised by the Trustee
or the
Master Servicer or any affiliate thereof) which on the date of acquisition
has been rated by each Rating Agency in their respective highest
applicable rating category or such lower rating as will not result
in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in writing;
and
|
| (x) |
such
other investments having a specified stated maturity and bearing
interest
or sold at a discount acceptable to each Rating Agency and as will
not
result in the downgrading or withdrawal of the rating then assigned
to the
Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
|
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
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, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (viii) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Trustee shall receive an Opinion of Counsel, at the expense of the
Trustee, to the effect that such investment will not adversely affect the status
of any such REMIC as a REMIC under the Code or result in the imposition of
a tax
on any such REMIC. Permitted Investments that are subject to prepayment or
call
may not be purchased at a price in excess of par.
Permitted
Transferee:
Any
person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) an electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to
fail
to qualify as a REMIC at any time that any Certificates are Outstanding. The
terms “United States,” “State” and “International Organization” shall have the
meanings set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority
of its board of directors is not selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Piggyback
Loan:
A
second lien Mortgage Loan originated by the same originator to the same borrower
at the same time as the first lien Mortgage Loan, each secured by the same
Mortgaged Property.
Plan:
Any
employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
Plan
Assets:
Assets
of a Plan within the meaning of Department of Labor regulation 29 C.F.R. §
2510.3-101.
Prepayment
Assumption:
The
applicable rate of prepayment as described in the Prospectus
Supplement.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Master Servicer to the Trustee in respect of waived
Prepayment Charges pursuant to Section 4.01(a).
Prepayment
Interest Excess:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a Principal Prepayment in full during the portion of the related Prepayment
Period occurring between the first day of the calendar month in which such
Distribution Date occurs and the Determination Date of the calendar month in
which such Distribution Date occurs, an amount equal to interest (to the extent
received) at the applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the number of days commencing on the first day of the calendar
month in which such Distribution Date occurs and ending on the last date through
which interest is collected from the related Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment or a Principal Prepayment in full during the
related Prepayment Period, or that became a Liquidated Loan during the prior
calendar month, (other than a Principal Prepayment in full resulting from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.19 or 10.01
hereof), the amount, if any, by which (i) one month’s interest at the applicable
Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan
immediately prior to such prepayment (or liquidation) or in the case of a
partial Principal Prepayment on the amount of such prepayment (or liquidation
proceeds) exceeds (ii) the amount of interest paid or collected in connection
with such Principal Prepayment or such liquidation proceeds less the sum of
(a)
the Trustee Fee, (b) the Servicing Fee and the LPMI Fee, if any.
Prepayment
Period:
As to
any Distribution Date and each Principal Prepayment in full, the period
commencing on the 16th day of the month prior to the month in which the related
Distribution Date occurs (or with respect to the first Distribution Date, the
period commencing on the Cut-off Date) and ending on the 15th day of the month
in which such Distribution Date occurs. With respect to any Distribution Date
and each partial Principal Prepayment, the calendar month prior to the month
of
such Distribution Date.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note Holder in the event of
default by the obligor under such Mortgage Note or the related security
instrument, if any or any replacement policy therefor through the related
Accrual Period for such Class relating to a Distribution Date.
Principal
Distribution Amount:
With
respect to any Distribution Date, an amount equal to (x) the sum of (1) the
Principal Funds for Loan Group I and Loan Group II for such Distribution Date
and (2) any Extra Principal Distribution Amount for such Distribution Date
minus
(y) the amount of any Overcollateralization Release Amount for such Distribution
Date.
Principal
Funds:
With
respect to each of Loan Group I and Loan Group II and any Distribution
Date,
(1) the
sum, without duplication, of (a) all scheduled principal collected on the
Mortgage Loans in the related Loan Group during the related Due Period, (b)
all
Advances relating to principal with respect to the Mortgage Loans in the related
Loan Group made on or before the Distribution Account Deposit Date, (c)
Principal Prepayments exclusive of prepayment charges or penalties collected
on
the Mortgage Loans in the related Loan Group during the related Prepayment
Period, (d) the Stated Principal Balance of each Mortgage Loan in the related
Loan Group that was repurchased by EMC on its own behalf as Seller) pursuant
to
Sections 2.02 and 2.03 and by the Master Servicer pursuant to Section 3.19,
(e)
the aggregate of all Substitution Adjustment Amounts on the Mortgage Loans
in
the related Loan Group for the related Determination Date in connection with
the
substitution of Mortgage Loans pursuant to Section 2.03(c), (f) all Liquidation
Proceeds and Subsequent Recoveries collected on the Mortgage Loans in the
related Loan Group during the prior calendar month (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to principal), in each
case to the extent remitted by the Master Servicer to the Distribution Account
pursuant to this Agreement and (g) amounts in respect of principal relating
to
such Loan Group paid by the Majority Class C Certificateholder pursuant to
Section 10.01, minus (2)(i) all amounts required to be reimbursed pursuant
to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement and (ii)
any
Net Swap Payments or Swap Termination Payments (not due to a Swap Provider
Trigger Event and other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates, in each case to the extent not paid from Interest
Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.19 and 10.01 hereof) that is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment. Partial Principal Prepayments shall be applied by
the
Master Servicer, as appropriate, in accordance with the terms of the related
Mortgage Note.
Private
Certificates:
Any of
the Class X, Class C and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated February 27, 2007 relating to the public offering
of
the Offered Certificates.
Protected
Account:
The
separate Eligible Account established and maintained by the Master Servicer
with
respect to the Mortgage Loans and REO Property in accordance with Section 4.01
hereof.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased pursuant to the applicable
provisions of this Agreement, an amount equal to the sum of (i) 100% of the
principal remaining unpaid on such Mortgage Loan as of the date of purchase
(including if a foreclosure has already occurred, the principal balance of
the
related Mortgage Loan at the time the Mortgaged Property was acquired), net
of
any Servicing Advances and Advances attributable to principal and payable to
the
purchaser of the Mortgage Loan if such purchaser is also the Master Servicer
of
such applicable Mortgage Loan, (ii) accrued and unpaid interest thereon at
the
Mortgage Rate through and including the last day of the month of such purchase,
net of any portion of the Servicing Fee and any Servicing Advances and Advances
attributable to interest that is payable to the purchaser of the Mortgage Loan
if such purchaser is also the Master Servicer of such Mortgage Loan and (iii)
any costs and damages (if any) incurred by the Trust in connection with any
violation of such Mortgage Loan of any anti-predatory lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
Moody’s and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor or advanced
through the end of the calendar month in which such Final Recovery Determination
was made, calculated in the case of each calendar month during such period
(A)
at an annual rate equal to the annual rate at which interest was then accruing
on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, minus (iii) the proceeds, if
any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer pursuant to this Agreement which have not
been
previously reimbursed. Any charged off Mortgage Loan will give rise to a
Realized Loss at the time it is charged off, as set forth in Section 3.09.
With
respect to each Mortgage Loan which is the subject of a Servicing Modification,
(a)(1) the amount by which the interest portion of a monthly payment or the
principal balance of such Mortgage Loan was reduced or (2) the sum of any other
amounts owing under the Mortgage Loan that were forgiven and that constitute
Servicing Advances that are reimbursable to the Master Servicer, and (b) any
such amount with respect to a monthly payment that was or would have been due
in
the month immediately following the month in which a Principal Prepayment or
the
Purchase Price of such Mortgage Loan is received or is deemed to have been
received and not paid due to a Servicing Modification. In addition, to the
extent the Master Servicer receives Subsequent Recoveries with respect to any
Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such recoveries are distributed to any Class
of Certificates or applied to increase Excess Spread on any Distribution
Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date and the Certificates (other than the Class
C,
Class X and Residual Certificates), so long as such Classes of Certificates
are
Book-Entry Certificates, the Business Day preceding such Distribution Date,
and
otherwise, the close of business on the last Business Day of the month preceding
the month in which such Distribution Date occurs. With respect to the Class
C,
Class X and Residual Certificates, so long as such classes of Certificates
remain non Book-Entry Certificates, the close of business on the last Business
Day of the month preceding the month in which such Distribution Date
occurs.
Reference
Banks:
Shall
mean leading banks selected by the Trustee and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) which have been designated as
such
by the Trustee and (iii) which are not controlling, controlled by, or under
common control with, the Depositor, the Seller or the Master
Servicer.
Reference
Bank Rate:
With
respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
for United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of all of the Class A, Class M and Class B Certificates
bearing interest at an adjustable rate for such Accrual Period, provided that
at
least two such Reference Banks provide such rate. If fewer than two offered
rates appear, the Reference Bank Rate will be the arithmetic mean, rounded
upwards, if necessary, to the nearest whole multiple of 0.03125%, of the rates
quoted by one or more major banks in New York City, selected by the Trustee,
as
of 11:00 a.m., New York City time, on such date for loans in United States
dollars to leading European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of all
classes of Class A, Class M and Class B Certificates bearing interest at an
adjustable rate for such Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate or a Class X
Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or similar state or local
law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of the REMIC I Group I Regular Interests
and
REMIC I Group II Regular Interests, each as designated in the Preliminary
Statement hereto.
REMIC
I Group I Regular Interests:
REMIC I
Regular Interest I-1-A through REMIC I Regular Interest I-45-B as designated
in
the Preliminary Statement hereto.
REMIC
I Group II Regular Interests:
REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-45-B as designated
in the Preliminary Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest AA
minus
the Marker Rate, divided by (b) 12.
REMIC
II Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest AA, REMIC II Regular Interest ZZ and
each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest IO) minus (ii) the aggregate Uncertificated Principal Balance of each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate, in each case as of such date of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Mortgage Loans and the related
REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
is two (2) times the aggregate Uncertificated Principal Balance of each REMIC
II
Regular Interest for which a Class A, Class M or Class B Certificate is a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A, Class M or Class B Certificate is a Corresponding Certificate and
REMIC
II Regular Interest ZZ.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (other than REMIC II Regular
Interest IO) shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
II Required Overcollateralization Amount:
0.50%
of the Overcollateralization Target Amount.
REMIC
II Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX.
REMIC
II Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC II Regular
Interest ending with the designation “Sub”, equal to the ratio among, with
respect to each such REMIC II Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage
Loans in Loan Group II, as applicable, over (y) the current Certificate
Principal Balance of the related Class A Certificates.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
III Regular Interest:
The
Class C Interest, Class IO Interest or any Regular Interest in REMIC III the
ownership of which is represented by any of the Class A, Class M and Class
B
Certificates.
REMIC
IV:
The
segregated pool of assets consisting of the Class C Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class C Certificates
and
the Class RX Certificate (in respect of the Class R-4 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
V:
The
segregated pool of assets consisting of the Class IO Interest conveyed in trust
to the Trustee, for the benefit of the holders of REMIC V Regular Interest
IO
and the Class RX Certificate (in respect of the Class R-5 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
cause
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify
as a
REMIC at any time that any Certificates are outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Date:
Shall
mean the Business Day immediately preceding the Distribution Account Deposit
Date.
Remittance
Report:
Shall
mean a report to the Trustee in an electronic format (or by such other means
as
the Master Servicer and the Trustee may agree from time to time) containing
such
data and information, as agreed to by the Master Servicer and the Trustee,
required to enable the Trustee to prepare the Monthly Statement to
Certificateholders.
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Master Servicer through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) if the Replacement Mortgage Loan
is a
fixed rate Mortgage Loan, have a fixed Mortgage Rate not less than or more
than
1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii)
have the same or higher credit quality characteristics than that of the Deleted
Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the
Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than
(and not more than one year less than) that of the Deleted Mortgage Loan; (vi)
not permit conversion of the Mortgage Rate from a fixed rate to a variable
rate;
(vii) have the same lien priority as the Deleted Mortgage Loan; (viii)
constitute the same occupancy type as the Deleted Mortgage Loan or be owner
occupied; (ix) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage
Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate
on
the Deleted Mortgage Loan, (x) if the Replacement Mortgage Loan is an Adjustable
Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum
Mortgage Rate of the Deleted Mortgage Loan, (xi) if the Replacement Mortgage
Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or
greater than the Gross Margin of the Deleted Mortgage Loan, (xii) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (xiii) comply with each representation and warranty
set forth in Section 7 of the Mortgage Loan Purchase Agreement and (xiv) the
Custodian has delivered a Final Certification noting no defects or
exceptions.
Reportable
Event:
The
meaning set forth in Section 3.16(a)(iii).
Request
for Release:
The
Request for Release to be submitted by the Seller or the Master Servicer to
the
Custodian substantially in the form of Exhibit G hereto or other form attached
as an exhibit to the Custodial Agreement. Each Request for Release furnished
to
the Custodian by the Seller or the Master Servicer shall be in duplicate and
shall be executed by an officer of such Person or a Servicing Officer (or,
if
furnished electronically to the Custodian, shall be deemed to have been sent
and
executed by an officer of such Person or a Servicing Officer) of the Seller
or
the Master Servicer, as applicable.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 3.21
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
ownership of the Class R-4 Interest and Class R-5 Interest), each evidencing
the
sole class of Residual Interests in the related REMIC.
Residual
Interest:
The
sole class of Residual Interests in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other officer
customarily performing functions similar to those performed by any of the above
designated officers or other officers of the Trustee specified by the Trustee,
as to whom, with respect to a particular matter, such matter is referred because
of such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act:
means
the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
has the
meaning set forth in Section 3.16(a)(iii).
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended, and the rules and regulations
thereunder.
Seller:
EMC in
its capacity as seller of the Mortgage Loans to the Depositor.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the Master
Servicer of its servicing obligations hereunder, including, but not limited
to,
the cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
and including any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered in the MERS® System, (iii) the
management and liquidation of any REO Property (including, without limitation,
realtor’s commissions) and (iv) compliance with any obligations under Section
3.07 hereof to cause insurance to be maintained.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
Loan payable solely from interest collections as of the Due Date in the month
preceding the month in which such Distribution Date occurs or, in the event
of
any payment of interest that accompanies a Principal Prepayment in full during
the related Due Period made by the Mortgagor immediately prior to such
prepayment, interest at the Servicing Fee Rate on the Stated Principal Balance
of such Mortgage Loan for the period covered by such payment of
interest.
Servicing
Fee Rate:
0.500%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Master Servicer, as to which default is reasonably foreseeable, any
modification which is effected by the Master Servicer in accordance with the
terms of this Agreement which results in any change in the outstanding Stated
Principal Balance, any change in the Mortgage Rate or any extension of the
term
of such Mortgage Loan.
Servicing
Officer:
Any
officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee by
the
Master Servicer on the Closing Date pursuant to this Agreement, as such list
may
from time to time be amended.
Significance
Estimate:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Seller or its affiliate of the aggregate Maximum Probable Exposure of the
outstanding Class A, Class M and Class B Certificates to the Interest Swap
Agreement.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Class A, Class M
and
Class B Certificates, prior to the distribution of the Principal Distribution
Amount on such Distribution Date.
Sixty-Day
Plus Delinquency Percentage:
With
respect to any Distribution Date, is the arithmetic average for each of the
three successive Distribution Dates ending with the applicable Distribution
Date
of the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more
days Delinquent in the payment of principal or interest for the relevant
Distribution Date, including any Mortgage Loans in foreclosure, REO and Mortgage
Loans with a related Mortgagor subject to bankruptcy proceedings, and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans immediately preceding such Distribution Date.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
(iii) all Liquidation Proceeds to the extent applied by the Master Servicer
as
recoveries of principal in accordance with Section 3.09 with respect to such
Mortgage Loan, that were received by the Master Servicer as of the close of
business on the last day of the calendar month immediately preceding such
Distribution Date and (iv) any Realized Losses on such Mortgage Loan incurred
during the prior calendar month. The Stated Principal Balance of a Liquidated
Loan equals zero.
Stepdown
Date:
The
later to occur of (a) the Distribution Date in March 2010 or (b) the first
Distribution Date on which the Current Specified Enhancement Percentage is
greater than or equal to 53.60%.
Subordinated
Certificates:
The
Class M, Class B, Class C and Residual Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus
amounts held by the Master Servicer to cover estimated expenses (including,
but
not limited to, recoveries in respect of the representations and warranties
made
by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically
related to a Mortgage Loan that was the subject of a liquidation or final
disposition of any REO Property in the prior calendar month that resulted in
a
Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Master Servicer and a subservicer with
respect to the subservicing of any Mortgage Loan hereunder by such
subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(c).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.02.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement, the Swap Account, the Swap
Collateral Account and REMIC V Regular Interest IO. For the avoidance of doubt,
the Supplemental Interest Trust, the Swap Agreement, the Swap Account, the
Swap
Collateral Account and the Swap Administration Agreement do not constitute
parts
of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle, not in its individual capacity but solely in its capacity as
supplemental interest trust trustee under the Swap Administration Agreement
and
the Swap Agreement and any successor thereto, and any corporation or national
banking association resulting from or surviving any consolidation or merger
to
which it or its successors may be a party and any successor supplemental
interest trust trustee as may from time to time be serving as successor
supplemental interest trust trustee.
Swap
Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Supplemental Interest Trust, pursuant to the Swap Administration
Agreement.
Swap
Administrator:
LaSalle
acting as swap administrator under the Swap Administration
Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated February 28, 2007, pursuant to which the
Swap Administrator will make payments to the Swap Provider and the Class A,
Class M and Class B Certificateholders, and certain other payments, as such
agreement may be amended or supplemented from time to time.
Swap
Agreement:
The
interest rate swap agreement, dated as of February 28, 2007, between the
Supplemental Interest Trust Trustee and the Swap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit M.
Swap
Collateral Account:
Shall
mean the separate interest-bearing account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Swap Administration
Agreement.
Swap
Credit Support Annex:
The
credit support annex, dated as of February 28, 2007, between the Supplemental
Interest Trust Trustee and the Swap Provider, which is annexed to and forms
part
of the Swap Agreement.
Swap
Early Termination:
The
occurrence of an Early Termination Date (as defined in the Swap Agreement)
under
the Swap Agreement.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 10.01.
Swap
Provider:
The
swap provider under the Swap Agreement. Initially, the Swap Provider shall
be
Bear Xxxxxxx Financial Products Inc.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party, (ii)
a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Trustee, or any successor thereto
or assignee thereof, shall serve as tax administrator hereunder and as agent
for
the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transferee
Affidavit:
As
defined in Section 6.02.
Transferor
Affidavit:
As
defined in Section 6.02.
Trigger
Event:
With
respect to any Distribution Date, a “ Trigger Event” shall have occurred if any
of the following tests is not satisfied: (i) the Sixty-Day Plus Delinquency
Percentage is less than 14.90% of the Current Specified Enhancement Percentage,
or (ii) (A) for any Distribution Date from and including the Distribution Date
in March 2009 to and including the Distribution Date in February 2010, the
Cumulative Realized Loss Percentage for such Distribution Date is less than
3.35% plus an additional 1/12th of 2.15% for each Distribution Date thereafter
up to and including the Distribution Date in February 2010, (B) for any
Distribution Date from and including the Distribution Date in March 2010 to
and
including the Distribution Date in February 2011, the Cumulative Realized Loss
Percentage for such Distribution Date is less than 5.50% plus an additional
1/12th of 2.15% for each Distribution Date thereafter up to and including the
Distribution Date in February 2011, (C) for any Distribution Date from and
including the Distribution Date in March 2011 to and including the Distribution
Date in February 2012, the Cumulative Realized Loss Percentage for such
Distribution Date is less than 7.25% plus an additional 1/12th of 1.75% for
each
Distribution Date thereafter up to and including the Distribution Date in
February 2012, (D) for any Distribution Date from and including the Distribution
Date in March 2012 to and including the Distribution Date in February 2013,
the
Cumulative Realized Loss Percentage for such Distribution Date is less than
8.50% plus an additional 1/12th of 0.50% for each Distribution Date thereafter
up to and including the Distribution Date in February 2013, and (E) for any
Distribution Date thereafter, the Cumulative Realized Loss Percentage for such
Distribution Date is less than 9.00%.
Trust
Fund or Trust:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (ii) the Distribution Account, the Reserve Fund and the Protected
Account and all amounts deposited therein pursuant to the applicable provisions
of this Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the
mortgagee’s rights under the Insurance Policies with respect to the Mortgage
Loans; (v) the rights under the Swap Administration Agreement relating to the
Certificates; (vi) the rights under the Mortgage Loan Purchase Agreement; and
(vii) all proceeds of the foregoing, including proceeds of conversion, voluntary
or involuntary, of any of the foregoing into cash or other liquid property.
The
Reserve Fund shall constitute an asset of the Trust Fund but will not be
included in REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V.
Trustee:
LaSalle, for the benefit of the Certificateholders under this Agreement, a
national banking association and any successor thereto, and any corporation
or
national banking association resulting from or surviving any consolidation
or
merger to which it or its successors may be a party and any successor trustee
as
may from time to time be serving as successor trustee hereunder.
Trustee
Fee:
As to
each Mortgage Loan and any Distribution Date, a per annum fee equal to 0.0235%
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
Due
Date in the month preceding the month in which such Distribution Date
occurs.
Trustee
Information:
As
defined in Section 3.16.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the related Uncertificated Principal Balance or related Uncertificated Notional
Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls (allocated to such REMIC Regular Interests as set forth
in
Section 1.02).
Uncertificated
Notional Amount:
With
respect to the Class C Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest IO) for such Distribution
Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
|
I-1-A
through I-45-A and II-1-A through II-45-A
|
|
2
|
I-2-A
through I-45-A and II-2-A through II-45-A
|
|
3
|
I-3-A
through I-45-A and II-2-A through II-45-A
|
|
4
|
I-4-A
through I-45-A and II-2-A through II-45-A
|
|
5
|
I-5-A
through I-45-A and II-2-A through II-45-A
|
|
6
|
I-6-A
through I-45-A and II-2-A through II-45-A
|
|
7
|
I-7-A
through I-45-A and II-2-A through II-45-A
|
|
8
|
I-8-A
through I-45-A and II-2-A through II-45-A
|
|
9
|
I-9-A
through I-45-A and II-2-A through II-45-A
|
|
10
|
I-10-A
through I-45-A and II-10-A through II-45-A
|
|
11
|
I-11-A
through I-45-A and II-11-A through II-45-A
|
|
12
|
I-12-A
through I-45-A and II-12-A through II-45-A
|
|
13
|
I-13-A
through I-45-A and II-13-A through II-45-A
|
|
14
|
I-14-A
through I-45-A and II-14-A through II-45-A
|
|
15
|
I-15-A
through I-45-A and II-15-A through II-45-A
|
|
16
|
I-16-A
through I-45-A and II-16-A through II-45-A
|
|
17
|
I-17-A
through I-45-A and II-17-A through II-45-A
|
|
18
|
I-18-A
through I-45-A and II-18-A through II-45-A
|
|
19
|
I-19-A
through I-45-A and II-19-A through II-45-A
|
|
20
|
I-20-A
through I-45-A and II-20-A through II-45-A
|
|
21
|
I-21-A
through I-45-A and II-21-A through II-45-A
|
|
22
|
I-22-A
through I-45-A and II-22-A through II-45-A
|
|
23
|
I-23-A
through I-45-A and II-23-A through II-45-A
|
|
24
|
I-24-A
through I-45-A and II-24-A through II-45-A
|
|
25
|
I-25-A
through I-45-A and II-25-A through II-45-A
|
|
26
|
I-26-A
through I-45-A and II-26-A through II-45-A
|
|
27
|
I-27-A
through I-45-A and II-27-A through II-45-A
|
|
28
|
I-28-A
through I-45-A and II-28-A through II-45-A
|
|
29
|
I-29-A
through I-45-A and II-29-A through II-45-A
|
|
30
|
I-30-A
through I-45-A and II-30-A through II-45-A
|
|
31
|
I-31-A
through I-45-A and II-31-A through II-45-A
|
|
32
|
I-32-A
through I-45-A and II-32-A through II-45-A
|
|
33
|
I-33-A
through I-45-A and II-33-A through II-45-A
|
|
34
|
I-34-A
through I-45-A and II-34-A through II-45-A
|
|
35
|
I-35-A
through I-45-A and II-35-A through II-45-A
|
|
36
|
I-36-A
through I-45-A and II-36-A through II-45-A
|
|
37
|
I-37-A
through I-45-A and II-37-A through II-45-A
|
|
38
|
I-38-A
through I-45-A and II-38-A through II-45-A
|
|
39
|
I-39-A
through I-45-A and II-39-A through II-45-A
|
|
40
|
I-40-A
through I-45-A and II-40-A through II-45-A
|
|
41
|
I-41-A
through I-45-A and II-41-A through II-45-A
|
|
42
|
I-42-A
through I-45-A and II-42-A through II-45-A
|
|
43
|
I-43-A
through I-45-A and II-43-A through II-45-A
|
|
44
|
I-44-A
through I-45-A and II-44-A through II-45-A
|
|
45
|
I-45-A
and II-45-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With
respect to REMIC V Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests and Class C Interest outstanding as of any
date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest and Class C Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated principal balance. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests shall be reduced by all
distributions of principal made on such REMIC Regular Interests on such
Distribution Date pursuant to Section 6.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 6.05, and the Uncertificated Principal Balance
of
REMIC II Regular Interest ZZ shall be increased by interest deferrals as
provided in Section 6.07(c)(1)(ii). The Uncertificated Principal Balance of
each
REMIC Regular Interest and Class C Interest shall never be less than zero.
With
respect to the Class C Interest as of any date of determination, an amount
equal
to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A, Class M and Class B Certificates
then outstanding.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Group I Regular Interest ending with the designation
“A”
and any Distribution Date, a per annum rate equal to the weighted average Net
Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of
10.1340%. With respect to each REMIC I Group I Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group I over (2) 10.1340% and (y) 0.00% per annum.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate
of
10.1340%. With respect to each REMIC I Group II Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group II over (2) 10.1340% and (y) 0.00% per
annum.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, REMIC II Regular Interest ZZ, REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 2-Sub and REMIC II Regular Interest XX, and any
Distribution Date, a per annum rate equal to the weighted average of (x) the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “B” for such Distribution Date and (y) the rates
listed below for the REMIC I Regular Interests ending with the designation
“A”
for such Distribution Date, in each case weighted on the basis of the
Uncertificated Principal Balances of each such REMIC I Regular Interest for
such
Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-2-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-3-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-4-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-5-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
6
|
I-6-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-6-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-7-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-8-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-9-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-10-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-11-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-12-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|